Directors Report of Thacker & Company Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 147⁴¹ Annual Report of the Company together with the Audited
Financial Statements for the year ended 31“ March, 2025. The accounts are prepared in accordance with
the Companies (Indian Accounting Standards) Rules, 2015, as amended (IND AS) and prescribed under
Section 133 of the Companies Act. 2013 (the Act).

FINANCIAL RESULTS

	2024-25	2023-24
The gross profit before Interest and Depreciation	56,381.95	44,848.45
Less:
i)Finance cost	116.23	20.30
ii)Depreciation and Amortization Expenses	13,094.42	14,043.60
The net profit/(loss)	43,171.30	30,784.54
Less:
Current Tax Expense	8,355.00	6,346.00
Deferred Tax Charges / (Credit)	(517.96)	6,576.95
Income Tax of earlier years	2.22	2.51
Profit/ (Loss)for the year	35,332.04	17,859.08
Balance carried forward from last year''s accounts	1,27,104.40	1,09,245.31
Balance proposed to be carried forward to next year''s accounts	2,04,101.55	1,27,104.40

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129,134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of
the Company and its subsidiary prepared, in accordance with Schedule III of the Act and applicable
Accounting Standards forms part of this Annual Report.

DIVIDEND:

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares
for the year ended on 31 * March 2025.

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of the Company during Financial Year 2024-2025.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves, in the Financial Year 2024-25.

MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:

As you are aware that, the Board had approved the Scheme of Merger by Absorption of Fujisan
Technologies Limited, wholly owned subsidiary of the Company with the Company and had filed an
application/petition, with the Hon''ble National Company Law Tribunal, Mumbai Bench for approval of the
scheme.

The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench had approved the Scheme of Merger
by Absorption of Fujisan Technologies Limited, wholly owned subsidiary of the Company with the Company
(''the Scheme'') vide its order dated 1^s! May, 2025. The said Order of NCLT was filed with the Registrar of
Companies, Mumbai on 22™ May, 2025 Accordingly, the Scheme takes effect from the Appointed Date which
is 1 “April, 2022.

Post-Merger, the Fujisan Technologies Limited (Transferor Company) stood dissolved without winding up
and the Undertaking of the Transferor Company are transferred to and vested in the Company without any
further act or deed.

Further, pursuant to the said Scheme, the Authorised Share Capital of the Company stands increased by the
Authorised Share Capital of the Transferor Company by altering the Capital Clause in the Memorandum of
Association of the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATES AND JOINT VENTURE
COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of
performance of the Associates and Joint Venture Companies and their contribution to the overall
performance of the company during the period under report is provided in Annexure No. 1 of this report.

The Form AOC -1 pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 is annexed to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board and the Audit Committee periodically review the internal control systems of the Company and the
internal control systems are deemed adequate.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ajay Dedhia (Chairman), Ms. Vrinda Jatia, and Mr. B. R. Nadkarni,
the Directors of the Company. Mr. Ajay Dedhia and Mr. B. R. Nadkarni are Independent Directors.

FIXED DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of
Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not borrowed any sums from any of its Directors, during the year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no
amount was due to be transferred to the Investor Education and Protection Fund.

AUDITORS:

M/s. P.R. Agarwal & Awasthi, Chartered Accountants have been appointed as Statutory Auditors of the
Company at the 144“’ Annual General Meeting to hold office up to the conclusion of 149” Annual General
Meeting. M/s. P.R. Agarwal & Awasthi, have given their consent to act as the Auditors of the Company till
conclusion of 149” Annual General Meeting.

For Financial Year 2024-25, there is no adverse remark or qualification in the Statutory Auditor''s Report as
annexed. The Auditors have reported that there is no fraud on or by the Company noticed or reported during
the year.

The Company has received declarations from all the Independent Directors of the Company pursuant to
section 149(6) of the Companies Act, 2013, confirming that they meet with the criteria of independence as
prescribed under the relevant provisions of Companies Act, 2013 and confirming that they are not debarred
from holding the office of Director by virtue of any Order of SEBI or any other such authority.

BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF
DIRECTORS:

As per Secretarial Standard on Board Meetings, the number and the dates of Board and Committee
Meetings held during the year and the attendance of Directors are as follows.

(A) During the Financial Year 2024-25,4 Board Meetings were held on the following dates:

29.05.2024

08.08.2024

07.11.2024

07.02.2025

The intervening gap between the Meetings was within permissible period prescribed under the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the
Circulars issued by the Ministry of Corporate Affairs and SEBI.

(B) During the Financial Year 2024-25, the Committee Meetings were held on the following dates:

Audit Committee	Nomination & Remuneration Committee	Borrowing & Investment Committee	Committee of Independent Directors	Share Transfer Approval Committee
29.05.2024	29.05.2024	-	-	27.05.2024
08.08.2024	-	08.08.2024	-	08.08.2024
07.11.2024	-	-	-	07.11.2024
07.02.2025	07.02.2025	07.02.2025	07.02.2025	07.02.2025

(C) The number of Meetings attended by each Director is as follows:

Sr. Name of No. of No. of No. of No. of No. of No. of Independent

No. Director Board Audit Share Transfer Nomination & Borrowing & Directors’ Committee

Meetings Committee Approval Remuneration Investment Meetings attended

attended Meetings Committee Committee Committee

attended Meetings attended Meetings Meetings

attended attended

¹ KurnarJatia ⁴ N A’ ⁴ NA 2 NA

_ _ _ _ _ _ _ _

2 Mr. S. K. ₃ N A 4 N.A. 2 N.A.

Bansal

a Ms.Vrinda < < .> • ». » .. • .> •

3 , 4 4 N.A N.A. N.A. N.A.

Jatia

⁴ Dedhia^y 3 3 NA 2 NA- ¹

5 ^Amlt 3 N.A. N.A. 2 N.A. 1

Shah

6 JJ^r !?•^R . 4 4 N.A. 2 N.A. 1

Nadkami

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has
appointed M/s. Parikh & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is
annexed hereto as Annexure No. 2.

There are no observations, qualifications or adverse comments in the Secretarial Audit Report. The
Company has complied with the applicable Secretarial Standards during the year issued by the Institute of
Company Secretaries of India.

Further in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors of the Company at its
meeting held on 2T May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing
Company Secretary, Mumbai as Secretarial Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject to approval of the shareholders at the ensuing
147^lf’Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to
Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and
rules made there under as approved by Shareholders vide special resolution passed at 136^lh Annual
General Meeting of the Company. The brief summary of such transactions are provided in Annexure No. 3
to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the particulars of all contracts and arrangements with Related Parties are provided
in Form AOC-2 as Annexure No.4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES:

As required under Companies Act, 2013, a meeting of the Independent Directors was held on /“’February,
2025 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of
performance of the non-independent directors, including the Chairman and also of the Board as a whole
was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was
finalized by the Nomination and Remuneration Committee. The said committee has carried out evaluation
of the performance of every director.

The performance of the Committees was also generally discussed and evaluated.

The said criteria is provided as Annexure No. 5 and is also available on the Company''s website on
https://www.thacker.co.in/images/Policies/Criteria_-Senior-Management-Member-on-Board-of-
Directors.pdf.

FAMILIARISATION PROGRAMME:

The details of programs for familiarization of Independent Directors with the Company is available on the
Company''s website on https://www.thacker.co.in/images/Policies/familiarisation%20programme%
20for%20independent%20directors_tcl.pdf.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the
Nomination and Remuneration Committee has determined, recommended and approved remuneration
policy and recommended to the Board of Directors. The said policy is provided as Annexure No. 6 and is
also available on the Company website on https://www.thacker.co.in/images/Policies/Revised%20
Remuneration%20Policy%20%2001.04.2024.pdf

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management policy as the elements of risk threatening the
Company''s existence are very minimal.

WHISTLE BLOWER MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in
view, the amendments in the Companies Act, 2013 and may be referred to, at the Company''s website on:
https://www.thacker.co.in/images/Policies/Vigil%20Mechanism_Whistle%20Blower%20Policy%20-
%20New.pdf

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in
the Annexure No. 7 to this Report.

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

An Internal Complaints Committee (''Sexual Harassment Committee'') has been constituted, under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013, to deal with
the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual
Harassment) received by the Committee.

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

In view of the nature of business activities, the information required under Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company
however uses information technology in its operations.

During the year under review, there was no foreign exchange gain/(loss) and foreign exchange
outgo/expenditure was NIL.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records have not
been made/maintained by the Company.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and
accordingly, the Corporate Governance Report has not been annexed to the Directors'' Report for Financial
Year 2024-25.

SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute
of Company Secretaries of India.

ANNUALRETURN:

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 2023-24 is
available on the website of the Company at https://www.thacker.co.in/general-meeting.php and a copy of
Annual Return for the financial year 2024-25 will be available on the website of the Company after
submission of the same to the Registrar of Companies.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the details in respect of the shares lying in the un-claimed suspense account till March 31, 2025 are as
follows:

Particulars	No. of Shareholders	No. of shares
Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 01st April, 2021	41	48972
Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year	NL	NIL
Number of shareholders to whom shares were transferred from suspense account during the year	NIL	NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 3f March, 2025	41	48972

Voting rights on these 48,972 shares shall remain frozen till the rightful owner of such shares claims the
shares. Shareholders may get in touch with the Company/RTA for any further information in this matter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Segment wise financial performance is stated in the accompanying accounts.

The Board and the Audit Committee of the Company periodically review the internal control systems of the
Company and the internal control systems are deemed adequate.

The Company maintained good industrial relations with its employees. The Company had 2 permanent
employees on its payroll as on 31” March, 2025.

There are no material developments in the human resources front.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no material change and commitment, affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which the financial statements relate and
the date of the Report.

DIRECTORS''RESPONSIBILITY STATEMENT:

The Directors confirm that;

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

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the Profit of the Company for
that period;

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

d) The Directors have prepared the annual accounts on a going concern basis; and

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

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

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from
all the stakeholders and employees of the Company.

On behalf of the Board of Directors

Place : Mumbai
Date : 27^,h May, 2025

A.K. Jatia Ajay Dedhia

Director Director

(DIN : 01104256) (DIN : 01026077)

---

Mar 31, 2024

The Directors have pleasure in presenting the 146^lhAnnual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as amended (IND AS) and prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS (Amount in Rs. in 000)

	2023-24	2022-23
The gross profit before Interest and Depreciation	44,848.45	43,814.19
Less:
i)Finance cost	20.30	17.20
^Depreciation and Amortization Expenses	14,043.60	15,548.68
The net profit/(loss)	30,784.54	28,248.31
Less:
Current Tax Expense	6,346.000	5,732.00
Deferred Tax Charges / (Credit)	6,576.95	(1.14)
Income Tax of earlier years	(2.51)	(5.67)
Profit/ (Loss)for the year	17,859.08	22,523.12
Balance carried forward from last year’s accounts	1,09,245.31	86,722.19
Balance proposed to be carried forward to next year''s accounts	1,27,104.40	1,09,245.31

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129,134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule III of the Act and applicable Accounting Standards forms part of this Annual Report.

OPERATIONS:

The total revenue of the Company for the Financial Year 2023-24 is Rs. 495.65 lacs as against Rs. 481.25 lacs in the previous year.

DIVIDEND:

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31^a March 2024.

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of the Company during Financial Year 2023-24.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves, in the financial year 2023-24.

SUBSIDIARY COMPANY:

As at 31^st March 2024, the Company has one Subsidiary Company namely Fujisan Technologies Limited.

MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:

The Petition for Sanction of Scheme of Merger i.e. Merger by Absorption of Fujisan Technologies Limited (Transferor Company) with Thacker and Company Limited (Transferee Company) and their respective shareholders has been admitted by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench and order passed by the Hon''ble NCLT on 07^lh May, 2024 and final hearing at NCLT is scheduled on 02^nd July, 2024.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performance of Subsidiary, Associates and Joint venture Company and their contribution to the overall performance of the company during the period under report is provided in Annexure No. 1 of this report.

The Form AOC -1 pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial Statements.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

The Board and the Audit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ajay Dedhia (Chairman), Ms. Vrinda Jatia, and Mr. B. R. Nadkarni, the Directors of the Company. Mr. Ajay Dedhia and Mr. B. R. Nadkarni are Independent Directors,

FIXED DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not borrowed any sums from any of its Directors, during the year.

TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.

AUDITORS:

M/s. P.R. Agarwal &Awasthi, Chartered Accountants have been appointed as Statutory Auditors of the Company at the 144^th Annual General Meeting to hold office up to the conclusion of 149^th Annual Genera! Meeting. M/s. P.R. Agarwal &Awasthi, have given their consent to act as the Auditors of the Company till conclusion of 149^th Annual General Meeting.

For Financial Year 2023-24, there is no adverse remark or qualification in the Statutory Auditor''s Report as annexed.The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has Board of Directors with total 6 Directors out of which 3 are Non-Executive Independent Directors and the remaining are Non-Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation.

During the year, the Members approved the following appointment of Directors by way of postal ballot:

• Appointment of Mr. Amit Shah (DIN: 00179393) as an Independent Director for a term of five years from 30^th March, 2024 to 29^th March, 2029.

• Appointment of Mr. Ajay Dedhia (DIN: 01026077)as an independent Director for a term of five years from 30^th March, 2024 to 29^,h March, 2029

During the year, Mr.Vinod Kumar Beswal (DIN: 00120095) and Mr. Basant Kumar Khaitan (DIN: 00117129)ceased to be Director of the Company with effect from 31⁵¹ March,2024, upon completion of their term as an Independent Director. The Board places on record its appreciation for their invaluable contribution and guidance.

In terms of provisions of the Companies Act, 2013, Ms. Vrinda Jatia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Bhalchandra. R. Nadkarni was appointed as an Independent Director for the period of five years from 25^lh July, 2019 to 24^th July, 2024 in the Annual General Meeting held on 25^th July, 2019.

Subject to the provisions of Section 149 of the Companies Act, 2013, it is now proposed to recommend to the Members, the re-appointment of Mr. Bhalchandra R. Nadkarni, as Independent Director of the Company, for a second term from 25''" July, 2024 to 24"'' July, 2029.

The Nomination & Remuneration Committee has recommended the appointment of Mr. Bhalchandra R. Nadkarni as Independent Director for the period from 25^th July, 2024 to 24^,h July 2029.

Notice(s) proposing Mr. Bhalchandra R. Nadkarni for re-appointment to the office of Director, at the ensuing Annual General Meeting has been received by the Company, as required by Section 160 of the Companies Act, 2013.

The Board of Directors recommend the re-appointment of Mr. Bhalchandra R. Nadkarni, as Independent Director of the Company.

The information as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, in case of re-appointment/appointment of Directors, as case may be, is provided in the Notice of the ensuing general meeting.

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 the applicable provisions of the Companies Act, 2013 and confirming that they are not debarred from holding the office of Director by virtue of any Order of SEBI or any other such authority.

BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF DIRECTORS:

As per Secretarial Standard on Board Meetings, the number and the dates of Board and Committee Meetings held during the year and the attendance of Directors are as follows.

(A) During the Financial Year 2023-24,5 Board Meetings were held on the following dates:

25.05.2023

08.08.2023

07.11.2023

07.02.2024

30.03.2024

The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI) and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.

B) During the Financial Year 2023-24, the Committee Meetings were held on the following dates:

Audit Committee	Nomination & Remuneration Committee	Borrowing & Investment Committee	Committee of Independent Directors	Share Transfer Approval Committee
25.05.2023	25.05.2023	-	-	19.05.2023
08.08.2023	-	08.08.2023	-	08.08.2023
07.11.2023	-	-	-	07.11.2023
07.02.2024	07.02.2024	07.02.2024	07.02.2024	07.02.2024
	30.03.2024			-

(C) The number of Meetings attended by each Director is as follows:

I Sr-No.	Name of Director	No. of Board Meetings attended	No. of Audit Committee Meetings attended	No. of Share Transfer Approval Committee Meetings attended	No. of Nomination & Remuneration Committee Meetings attended	No. of Borrowing & Investment Committee Meetings attended	No. of Independent Directors’ Committee Meetings attended
1	Mr. Arun Kumar Jatia	5	N.A.	4	N.A.	2	N.A.
2	Mr. S. K. Bansal	4	N.A.	4	N.A.	2	N.A.
3	Ms.Vrinda Jatia	5	4	N.A	N.A.	N.A.	N.A.
I 4	Mr. V. K. Beswal	5	4	N.A.	3	N.A.	1
1 5	Mr. B. K. Khaitan	5	N.A.	N.A.	3	N.A.	1
6	Mr. B. R. Nadkarni	5	4	N.A.	3	N.A.	1

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Parikh & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed hereto as Annexure No. 2.

There are no observations, qualifications or adverse comments in the Secretarial Audit Report.

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by Shareholders vide special resolution passed at 136^th Annual General Meeting of the Company. The brief summary of such transactions are provided in Annexure No. 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts and arrangements with Related Parties are provided in Form AOC-2 as Annexure No.4

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES:

As required under Companies Act 2013, a meeting of the Independent Directors was held on 7^th February, 2024 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the non-independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee.The said committee has carried out evaluation of the performance of every director.

The performance of the Committees was also generally discussed and evaluated.

The said criteria is provided as Annexure No. 5 and is also available on the Company''s website on https://www.thacker.co.in/imaaes/Policies/Criteria -Senior-Management-Member-on-Board-of-Directors.pdf.

FAMILIARISATION PROGRAMME:

The details of programmes for familiarization of Independent Directors with the Company is available on the Company''s website on https://www.thacker.co.in/imaaes/Policies/familiarisation%20proQramme% 20 for%20independent%20directors tcl.pdf.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors. The said policy is provided as Annexure No. 6 and is also available on the Company website: http://thacker.co.in/images/Policies/Remuneration%20 Policy TCL.pdf

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management policy as the elements of risk threatening the Company''s existence are very minimal.

WHISTLE BLOWER MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view, the amendments in the Companies Act, 2013 and may be referred to, at the Company''s website on: https://www.thacker.co.in/imaaes/Policies/Viail%20Mechanism Whistle%20Blower%20Policv%20-%20New.pdf.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report,

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

An Internal Complaints Committee (''Sexual Harassment Committee'') has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

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

in view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations.

During the year under review, there was no foreign exchange gain/(loss) and foreign exchange outgo/expenditure was NIL.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records have not been made/maintained by the Company.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors'' Report for Financial Year 2023-24.

SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

ANNUALRETURN:

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 2022-23 is available on the website of the Company at https://www.thacker.co.in/aeneral-meetina.php and a copy of Annual Return for the financial year 2023-24 will be available on the website of the Company after submission of the same to the Registrar of Companies.

DISCLOSURE OF SHARES LYING INTHE UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the un-claimed suspense account till March 31,2024 are as follows:

Particulars	No. of Shareholders	No. of shares
Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 01” April ,2023	41	48972
Number of shareholders / legal heirs who approached listed entity for transfer of shares from suspense account during the year	NIL	NIL
Number of shareholders to whom shares were transferred from suspense account during the year	NIL	NIL
Aggregate number of shareholders and the outstanding shares in (he suspense account lying at the end of the year i.e. as on 31” March, 2024	41	48972

Voting rights on these 48,972 shares shall remain frozen till the rightful owner of such shares claims the shares. Shareholders may get in touch with the Company/RTA for any further information in this matter

MANAGEMENT DISCUSSION AND ANALYSIS:

Segment wise financial performance is stated in the accompanying accounts.

The Board and the Audit Committee of the Company periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

The Company maintained good industrial relations with its employees. The Company had 2 permanent employees in its payroll as on 31^st March, 2024.

There are no material developments in the human resources front.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR OFTHE COMPANYTO WHICHTHE FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT:

There is no material change and commitment, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that;

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

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

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

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

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

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

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from all the stakeholders and employees of the Company.

On behalf of the Board of Directors

A.K. Jatia Ajay Dedhia

Director Director

(DIN :01104256) (DIN :01026077)

Place : Mumbai Date :29.05.2024

---

Mar 31, 2017

DIRECTORS'' REPORT

To ihe Members,

The Directors have pleasure in presenting the 1 SET Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March. 2017.

FINANCIAL RESULTS

	2016-17 (in Rs.)	2015-16 (in Rs.) 1
The gross profit before interest and Depreciation	61,81,986	44,26,673
Less:
i) Finance cost	64,42,605	49,58,952
ii) Depreciation and Amortization Expenses	16,23,540	23,23,462
The net profit/(loss)	(18,84,159)	(28,55,741)
Less:
Current Tax Expense	-	-
Deferred Tax Charges / (Credit)	(1,43,707)	(3,15,306)
Income Tax of earlier years	-	-
Profit/ (Loss)for the year	(17,40,452)	(25,40,435)
Balance carried forward from last year''s accounts	3,91,04,172	4,16,44,607
Balance proposed to be carried forward to next year''s accounts	3,73,63,720	3,91,04,172

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129. 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule III of the Act and Accounting Standards AS. 21 and AS 23 forms part of this Annual Report.

OPERATIONS

The total revenue of the Company for the FY2016-17 is 7 2,01,17,015 as against 74,82,05,188/- in the previous year The Management continues to concentrate its efforts to increase the revenue of the Company by identifying new opportunities. The ''Cakesmith'', a division of the Company, is actively pursuing growth prospects. The wholly owned subsidiary of the Company, Fujisan Technologies Limited has been carrying on its activities successfully

DIVIDEND

With a view to conserve financial resources, the Directors do not recommend any dividend on equity. Shares for the year ended on 31" March 2017.

SUBSIDIARIES

As at 31st March 2017, the Company has one Subsidiary namely Fujisan Technologies Limited.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 ol the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure No. 1 to this report. The Form AOC -1 pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board and the Audit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. V.K.Beswal (Chairman), Ms. Vrinda Jatia and Mr. Vidhan Mittal, the Direclors of the Company. Mr. V.K.Beswal and Mr. Vidhan Mittal are Independent Directors. The terms of reference of ihe Audit Committee has been revised pursuant to the provisions of Companies Act, 2013 and the recommendations made by the Audit Committee on various matters have been accepted by the Board.

FIXED DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund. .

AUDITORS .

The current auditors i.e M/s Mittal & Associates, Chartered Accountants were last re-appointed by the Members in the Annual General Meeting (''AGM'') held on 29^th September, 2014 to hold the office of statutory auditors from the conclusion of the 136^th AGM till the conclusion of the 136^th AGM, subject to ratification of the Members at each subsequent AGM.

As per the provisions of the Companies Act, 2013, (the Act) no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Act also provided for a transition period of three years from the commencement of the Act. The current auditors had completed a period of ten years at the commencement of the said Act. Hence on their completing the transition period of three years provided under the Act, the term of the current auditors expire at the conclusion of the ensuing annual general meeting.

The Board of Directors, at their meeting held on 23™ May, 2017, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. ADV & Associates, Chartered Accountants (Firm Registration No.128045W) as the statutory auditors of the Company for approval by the Members.

M/s. ADV & Associates, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141, of the Act and that they are not disqualified to be appointed as statutory auditors of the Company. M/s. ADV & Associates, Chartered Accountants will be appointed as the statutory auditors of the Company from the conclusion of this annual general meeting till the conclusion of the 144" AGM, subject to ratification of their appointment by the Members at every annual general meeting on such remuneration as may be decided by the Board in consultation with the auditors from year to year.

There is no adverse remark or qualification in the Statutory Auditor''s Report as annexed elsewhere in this Annual Report. The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Company has Board of Directors with total 6 Directors out of which 3 are Non-Executive Independent Directors and the remaining are Non-Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation.

During the year under review, there was no change in Directors and Key Managerial Personnel.

Mr. Arun Kumar Jatia, Director, retires by rotation and being eligible, offers himself for re-appointment. The information as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, in case of re-appointment of Director is provided in the Notice of the ensuring general meeting.

The approval of the Members for the re-appointment of the Director is being sought at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013.

BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF

DIRECTORS

As per Secretarial Standard on Board Meetings, the number and the dates of Board and Committee Meetings held during the year and the attendance of Directors are as follows.

(A) During the FY2016-17, 4 Board Meetings were held on the following dates:

28.05.2016

10.08.2016

05.11.2016

04.02.2017

(B) During the FY2016-17, the Committee Meetings were held on the following dates

Audit Committee	Stakeholders Relationship Committee	Nomination & Remuneration Committee	Borrowing & Investment Committee	Committee of Independent Directors	Share Transfer Approval Committee
20.0S.2016	28.05.2016	04.02.2017	07.04.2016	04.02.2017	23.01.2017
29.07.2016	29.07.2016		28.05.2016
10.08.2016	OS.11.2016		10.08.2016
05.11.2016	04.02.2017		05.09.2016
04.02.2017			OS.11.2016
			04.02.2017

(C)The number of Meetings attended by each Director is as follows:

Sr. No	Name of Director	No. of Board Meetings attended	No. Of Audit Committee Meetings attended	No. of Stakeholders Relationship Committee Meetings attended	No. of Nomination & Remuneration Committee Meetings attended	No. of Borrowing & Investment Committee Meetings attended	No. Of Independent Directors'' Committee Meetings attended	No. of Share Transfer Approval Meetings attended
1	Mr Vidhan Mittal	3	4	3	1	Not applicable	l	Not applicable
2	Mr Arun Kumar Jatia	4	Not applicable	4	Not applicable	6	Not applicable	1
3	Mr S K Bansal	4	Not applicable	Not applicable	Not applicable	6	Not applicable	1
4	Ms Vrincfa Jatia	4	4	4	Not applicable	Not applicable	Not applicable	Not applicable
5	Mr V K Bcswal	3	5	Not applicable	l	Not applicable	1	Not applicable
6	Mr B K Khaitan	1	Not applicable	Not applicable	Leave of Absence	Not applicable	Leave of Absence	Not applicable

SECRETARIAL AUDITOR

The Board in its meeting held on 28^m May, 2016 had appointed M/s Parikh & Associates, Practicing Company Secretary (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31* March 2017.

In the Report, the Secretarial Auditor has mentioned that the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc., subject to a Show Cause Notice dated 31" May, 2016 issued by Securities and Exchange Board of India for alleged violation of rules 19(2){b) and 19A of the Securities Contracts (Regulation) Rules, 1957.

The Board noted the same. The Company is taking appropriate legal advice in this regard.

The Secretarial Auditors'' Report for the financial year 2016-17 is annexed hereto and marked as Annexure No. 2. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loans, guarantees or investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by shareholders vide special resolution passed at 136* Annual General Meeting of the Company.

The brief summary of such transactions are provided in Annexure No. 3 to this Report,

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee reviews all related party transactions quarterly. Pursuant to Section 134(3), 188(1) of the Companies Act 2013 rend with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/nrrnncjements enlered into by the company with related parties referred to in sub-section (1) of Section 188 o( the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 4.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

. As required under Companies Act 2013, a meeting of the Independent Directors was held on 4" February, 2017 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the non-independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee. The said committee has carried out evaluation of the performance of every director.

The said criteria are available at the Company''s website i.e. www.thacker.co.in and is provided as Annexure No. 5.

FAMILIARISATION PROGRAMME

The details of programmes for familiarization of Independent Directors with the Company are available on the Company''s website www.thacker.co in.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors.

The said policy may be referred to, at the Company''s website and is provided as Annexure No.6.

RISK MANAGEMENT POLICY

The Company does not have any Risk Management policy as the elements of risk threatening the Company''s existence are very minimal.

WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy I Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and may be referred to, at the Company''s official website at the web link, www.thacker.co.in.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. Such details are also available on the Company''s website www.thacker.co.in.

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

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

in view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations. During the year under review, there was NIL foreign exchange gain/(foss) and foreign exchange outgo/expenditure was NIL.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors'' Report for FY2016-17.

SECRETARIAL STANDARD OF ICSI

The Secretarial standards on Meetings of the Board of Directors (SS-1) and general meetings (SS-2) came in effect on 1" July 2015. The Company has generally complied with the same.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure No. 8 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) and Regulation 53(f) of SEBI (Listing Obligations and Disclosure, Requirements) Regulations, 2015, the Management Discussion And Analysis Report is annexed herewith as Annexure No. 9 to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the year ending on 31st March, 2017 and the date of this report to which the financial statements relate.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The Directors have laid down internal financial controls to be followed by the company and that such interna] financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the continued support and co-operation received from all the stakeholders and employees of the Company.

On behalf of the Board of Directors

Place: Mumbai

A.K. Jatia V.K. Beswal

Date: 23^rd May, 2017 Director Director

---

Mar 31, 2015

The Directors have pleasure in presenting the 137th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS

2014-15 (in Rs,) 2013-2014 (in Rs,)

The gross profit before Interest and Depreciation 54,00,713 86,60,838

Lees:

i) Finance cost 43,20,337 35,53,334

ii) Depreciation 1,56,610 1,00,638

The net profit/loss) 9,23,766 50,06,866

Add:

The balance of Profit brought forward from last year 4,07,38,287 3,65,75,926

Total : 4,16,62,053 4,15,82,792

Less:

Provision for Current Taxation - 8,50,000

Provision/(Saving) for Deferred Taxation/(Saving) 17,447 (5,495)

Income Tax of earlier years

Transfer to General Reserve - -

Total:

Balance proposed to be carried forward to next year's accounts 4,16,44,606 4,07,38,287

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule III of the Act and Accounting Standards AS 21 and AS 23 forms part of this Annual Report.

OPERATIONS:

The total revenue of the Company for the FY2014-15 is Rs. 3,41,27,190 as against X 4,07,38,287/- in the previous year. The Management continues to concentrate its efforts to increase the revenue of the Company by identifying new opportunities.

The 'Cake smith', which is a division of the Company, was conceived with the idea of providing bakers with high quality equipment through an e-commerce platform and is actively pursuing growth prospects.

The wholly owned subsidiary of the Company, Fujisan Technologies Limited has been carrying on its activities successfully.

DIVIDEND

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31" March 2015.

As at 31st March 2015, the Company has one Subsidiary namely Fujisan Technologies Limited.

PERFORMANCE AND FINANCIAL POSITION OF EACH OFTHE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure 1 to this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board and the Audit Committee periodically' review the internal control systems of the Company and the internal control systems are deemed adequate.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. V.K.Beswal (Chairman), Ms. Vrinda Jatia and Mr. Vidhan Mitral, the Directors of the Company. Mr. V.K.Beswal and Mr. Vidhan Mittal are Independent Directors. The terms of reference of the Audit Committee has been revised pursuant to the provisions of Companies Act, 2013 and the recommendations made by the Audit Committee on various matters have been accepted by the Board.

FIXED DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.

AUDITORS:

M/s Mittal & Associates, Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 136th Annual General Meeting for a period of three years upto the conclusion of 139th Annual General Meeting and their appointment is subject to ratification of shareholders at every Annual general meeting. M/s Mittal & Associates have given their consent to act as the Auditors of the Company. The Shareholders will be required to ratify their appointment and fix their remuneration.

The Company has received a certificate from M/s. Mittal & Associates, to the effect that their appointment would be within the prescribed limits under Section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified for re-appointment.

There is no qualification in the Statutory Auditor's Report as annexed elsewhere in this Annual Report. The Auditors have reported that there: is no fraud on or by the Company noticed or reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has Board of Directors withtotal 6 Directors out of 3 are Non-Executive Independent Directors and the remaining are Non-Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation. Ms. Vrinda Jatia, Director, retires by rotation and being eligible, offers herself for re-appointment.

During the year under review, Mr. Padam Kumar Poddar ceased to be a Director with effect from IS"1 August, 2014 and Ms. Vasudha Jatia tendered her resignation from the Board, with effect from 9!h March, 2015. The Board places on record its appreciation for the valuable services rendered by them during their respective tenure(s).

The approval of the Members for the re-appointment of the Director is being sought at the ensuing Annual General Meeting.

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 the applicable provisions of the Companies Act, 2013.

Mr. Nikhil Date was appointed as Company Secretary of the Company with effect from 1st October, 2014. He however, resigned with effect from 16"1 April, 2015.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, five Board Meetings were held on the following dates: 30-04-2014, 29-05-2014, 05-08-2014, 14-11-2014, 06-02-2015

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April 2014, by a Company Secretary in Practice. The Board in its meeting held on 6th February, 2015 has appointed M/s Parikh & Associates, Practicing Company Secretary (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31s1 March 2015.

The Secretariat Auditors' Report for the financial year 2014-15 is annexed hereto and marked as Annexure No. 2.

The observations made by the Secretarial Auditor pertain to non-filing of forms within the prescribed time. The Company is taking steps to submit the forms as per the Rules.

Taking into account, the comparatively small. scale :of business, the Company was unable to recruit a suitable Internal Auditor and other Key Managerial Personnel like Managing Director/Chief Executive Officer/Manager/ Whole-time director and Chief Financial Officer; in FY2014-15. However, the Board has complied with the said matters in FY2015-16.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loans, guarantees or investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by shareholders vide special resolution passed at 1361h Annual General Meeting of the Company.

The brief summary of such transactions are provided in Annexure No. 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee reviews all related party transactions quarterly. Pursuant to Section 134(3), 188(1) of the Companies Act 2013 read with Rule 8(2): of the Companies (Accounts) Rules, 2014 the particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 4.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

As required under Companies Act 2013- a meeting of the Independent Directors was held to evaluate the performance of the Non-independent Directors, wherein the evaluation of performance of the non-independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee. The said committee has carried out evaluation of the performance of every director.

The said criteria is available at the Company's website i.e. www.thacker.co.in and is provided as Annexure No. 5.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors.

The said policy may be referred to, at the Company's website at www.thacker.co.in and is provided as Annexure No. 6.

RISK MANAGEMENT POLICY

The Company does not have any Risk Management policy as the elements of risk threatening the Company's existence are very minimal.

WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy/ Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and may be referred to, at the Company's official website www.thacker.co .in.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,.the statement giving required details is given in the Annexure No. 7 to this Report.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 (12) of the Companies Act,-2013 read with Rule 5 of the Companies (Appointment and : Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report.

Details of employee remuneration as required under: provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. Such, details are also available on the Company's website www.thacker.co. in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE {PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

In view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations.

During the year under review, there was foreign currency earnings of Rs.14,494'- and expenditure of Rs. 7,33,880/-

REPORT ON CORPORATE GOVERNANCE

Pursuant to SEBI Circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for FY2014-15.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure No. 8 to this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the year ending on 31st March, 2015 and the date of this report to which the financial statements relate.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Directors confirm that;

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

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

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

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of ail applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company.

On behalf of the Board of Directors,

Place : Mumbai Arun K. Jatta Vinod K. Beswal Date : 3rd August, 2015 Director Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in submitting their one hundred thirty fifth Annual Report together with the audited statement of accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

2012-2013 Previous Year (r In ‘000) (r In ‘000)

Gross Profit/(Loss) before interest and depreciation 3,890.98 (912.16)

Adjusting there from interest of 4,627.12 5,752.64

And Depreciation of 119.22 133.96

The net profit/(loss) comes to (855.36) (6,798.76)

The balance of profit brought forward from last year of 37,395.98 44,197.50

Total: 36,540.62 37,398.74

Adjusting against this amount the following namely:

Provision for Taxation of (1,183.84) 0.00

Provision for deferred tax expense/(saving) of 3.49 2.76

Income tax of earlier years of 1,215.66 0.00

Total: 35.31 2.76

There remains a balance of 36,575.93 37,395.98

Which the Directors propose to carry forward to next year''s accounts. Director''s Responsibility Statement The Directors confirm that;

i) In preparation of the annual accounts, the applicable accounting standards have been followed and there have not been any material departure;

ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2013 and of the loss of the company for that period.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts on a going concern basis. Operations

As the company could not affect sale/export of products during the year the total revenue has decreased to r 14,168.18 Thousands as against r 99,157.11 Thousands in the previous year. The management continues to concentrate its efforts to increase the revenue of the company by identifying the sales opportunities. The wholly owned subsidiary of the company, namely Fujisan Technologies Ltd. has been carrying out its activities successfully.

Dividend In view of loss in the current year, the boards of directors do not recommend any dividend on equity shares for the year ended 31st March 2013.

Directors Mr. A. K. Jatia and Mr. B. K. Khaitan, Directors of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Auditors Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, and to fix their remuneration.

M/s. Mittal & Associates, Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under section 224 (1B) of the companies Act, 1956.

Auditor''s Report The Notes to the Accounts as referred to by the Auditors in their Report are self-explanatory.

Fixed Deposits

During the year the Company has neither invited nor accepted any "Deposit” from the public.

Statement of Particulars of Employees

During the year under review no employees has drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date.

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

The Company being an investment and trading company the provisions of Section 217(1) (e) read with the provisions of Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company.

There is no foreign technology involved.

There has been no Foreign exchange inflow and outflow during the year under review.

Report on Corporate Governance:

The Report on Corporate Governance, in accordance with the guidelines of Securities & Exchange Board of India and Clause 49 of the Listing Agreement with the Stock Exchange is attached and marked Annexure "A”.

For and on behalf of the Board of Directors

A. K. Jatia

Director Vandana Jatia Director

Place: Mumbai

Dated: 29th May, 2013

Registered Office:

Bhogilal Hargovindas Bldg.,

Mezzanine Floor, 18/20,

K. Dubash Marg, Mumbai-400001.

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Mar 31, 2011

The Members,

The Directors have pleasure in submitting their one hundred and thirty third Annual Report together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

2010-2011 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 90.86 184.41

Adjusting therefrom interest of 38.21 51.37

And Depreciation of 0.91 0.72

The net profit comes to 51.74 132.32

The balance of profit 396.33 297.94 brought forward from last year of

Total : 448.07 430.26

Adjusting against this amount the following namely:

Provision for Taxation of 6.28 26.96

Provision for deferred tax expense/(saving) of (0.19) 0.23

Income tax of earlier years of 0 6.74

Total : 6.09 33.93

There remains a balance of 441.98 396.33 which the Directors propose to carry forward to next year's accounts.

Consolidated Financial Statements

As required by Listing Agreement with the stock exchange, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

Director's Responsibility Statement

The Directors confirm ;

i) that in preparation of the annual accounts, the applicable accounting standards have been followed and there have not been any material departure;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2011 and of the profit of the company for that period.

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

iv) that the directors have prepared the annual accounts on a going concern basis.

Operations

During the year under review the company showed a profit of Rs. 51.74 lacs as against Rs. 132.32 lacs in the previous year. The directors are hopeful for further improvement in the profits in the next year. The wholly owned subsidiary of the company, namely Fujisan Technologies Ltd. has been carrying out its activities successfully.

Dividend

In order to strengthen the financial resources of the company, your Directors do not recommend any dividend on equity shares for the year ended 31st March 2011.

Directors

Mr. A.K. Jatia and Mr. B.K. Khaitan, Directors of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Auditors

Members are requested to appoint Auditors to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General meeting, and to fix their remuneration.

M/s. Mittal & Associates, Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under section 224 (1B) of the companies Act, 1956.

Auditor's Report

The Notes to the Accounts as referred to by the Auditors in their Report are self-explanatory.

Audit Committee of Directors

The Audit Committee comprises of Mr. A. K. Jatia (Chairman), Mr. S. K. Bansal and Mrs. Vandana Jatia. The Committee has powers similar to those stated in the listing agreements and shall exercise most of the functions stated there under.

Public Deposits

The Company has not accepted any “Deposit” from the public during the year under review.

Statement of Particulars of Employees

During the year under review no employees has drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The Company being basically an investment and trading company the provisions of Section 217(1) (e) read with the provisions of Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company.

There is no foreign technology involved.

Foreign exchange outflow during the year under review is Rs. 480.00 Lacs and there has been no inflow.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai, and the

necessary listing fees for the year 2011-12 has already been paid to the Stock Exchange.

For and on behalf of the Board of Directors

Arun Kumar Jatia Director

Vandana Jatia Director

Place: Mumbai Dated: 26th May, 2011

Registered Office: Bhogilal Hargovindas Bldg., Mezzanine Floor, 18/20,K. Dubash Marg, Mumbai-400001.

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Mar 31, 2010

The Directors have pleasure in submitting their one hundred and thirty second Annual Report together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

2009-2010 Previous Year

Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 184.41 151.66

Adjusting therefrom interest of 51.37 43.98

And Depreciation of 0.72 0.73

The net profit comes to 132.32 106.95

The balance of profit brought forward from last year of 297.94 216.81

The total comes to 430.26 323.76

Adjusting against this amount the following namely:

Provision for Taxation of 26.96 26.50

Provision for deferred tax expense/(saving) of 0.23 (0.68)

Income tax of earlier years of 6.74 --

Totalling to 33.93 25.82

There remains a balance of 396.33 297.94

Which the Directors propose to carry forward to next years accounts.

Consolidated Financial Statements

As required by Listing Agreement with the stock exchange, the Consolidated Financial Statements pre- pared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Ac- countants of India are attached.

Directors Responsibility Statement

The Directors confirm that;

i) In preparation of the annual accounts, the applicable accounting standards have been followed and there have not been any material departure;

ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31" march 2010 and of the profit of the company for that period.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts on a going concern basis.

Operations

During the year under review the company showed a profit of Rs. 132.32 lacs as against Rs. 106.95 lacs in the previous year. The directors are hopeful for further improvement in the profits in the next year. The wholly owned subsidiary of the company, namely Fujisan Technologies ltd. has been carrying out its activities successfully.

Dividend

In order to strengthen the financial resources of the company, your Directors do not recommend any dividend on equity shares for the year ended 31st March 2010.

Directors

Mr. S.K. Bansal and Mrs. Vandana Jatia, Director of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Auditors

Members are requested to appoint Auditors to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General meeting, and to fix their remuneration. M/s. Mittal & Associates, Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under section 224 (1B) of the companies Act, 1956.

Auditors Report

The Notes to the Accounts as referred to by the Auditors in their Report are self-explanatory.

Audit Committee of Directors

The Audit Committee comprises of Mr. A. K. Jatia (Chairman), Mr. S. K. Bansal and Mrs. Vandana Jatia. The Committee has powers similar to those stated in the listing agreements and shall exercise most of the functions stated there under.

Fixed Deposits

The Company has not accepted any "Deposit" from the public during the year under review.

Statement of Particulars of Employees

During the year under review no employees has drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules , 1975, as amended to date.

Since no manufacturing activity was carried out the information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 is not applicable.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai, and the necessary listing fees for the year 2010-11 has already been paid to the Stock Exchange.

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

The Company being basically an investment and trading company the provisions of Section 217(1)(e) read with the provisions of Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company.

There is no foreign technology involved.

There are earnings of Rs. 12.82 lacs of foreign exchange during the year under review.

For and on behalf of the Board of Directors

Arun Kumar Jatia

Director

Vandana Jatia

Director

Place : Mumbai

Dated : May 25, 2010

Registered Office:

Bhogilal Hargovindas Bldg.,

Mezzanine Floor,

18/20, K. Dubash Marg,

Mumbai -400 001.