Directors Report of Thirani Projects Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report of the Company
together with Standalone Audited Accounts for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS :

(Rs. in Thousand)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	8317	7849
Profit Before Depreciation & Taxation	(63776)	(6834)
Less : Depreciation	0.00	0.00
Less : Current Tax	0.00	0.00
Less : Mat Tax Credit	0.00	0.00
Less : Deferred Tax	0.00	0.00
Profit / ( Loss ) After Taxation	(63776)	(6834)
Add: Balance Brought Forward from Previous Year	(5629)	1230
Surplus Available for Appropriation	(63776)	(6,834)
Appropriations	(69417)	(5629)
Provision for Standard Assets (As per RBI Act)	(12)	(25)
Provision of Doubtful Assets	0.00	0.00
Transferred to Reserve Fund	0.00	0.00
Balance Carried To Balance Sheet	(69417)	(5629)

inn . ._.__ _ u_i «
cuu n	Graph snowing Net Profit / (Loss) for tne year end RsJnLakf
0 _9nn		023-24	2022-23 2021-22 2020-21 2019-20
-200 Ann
-400 cnn
-600 -800

During the year under review, the Company has made a loss of Rs. -637.76 lakh. Your Directors are
identifying prospective areas and will make appropriate investments that will maximize the revenue
of the company in the current Financial Year.

2. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in the business of
Investing and Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot
be neglected. The Company expects that with a stable and a reformed government at the center,
there will be positive growth and further rationalization of capital market, which will lead to more
investment, value creation, capitalization and thus the additional wealth for investors and see
better prospects in near future. Also, with the growing economy there will be more opportunities
for financing which will prove beneficial for our company. The Company expects better results in
near future in anticipation of the policy reforms combined with the dedication of the highly
motivated team with excellent understanding of the operations along with magnificent customer
relation skills.

3. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of
the Company your directors are not recommending any dividend during the financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND :

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of
Section 125 of the Companies Act, 2013 is not applicable to the Company.

5. SHARE CAPITAL:

The paid-up equity capital as on March 31, 2024 was Rs. 2021.29 lakhs. The Company has not issued
shares with differential voting rights nor granted stock options nor sweat equity.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year and the date of this report

7. TRANSFER TO RESERVES:

The Company has not transferred any fund to reserves during the financial year 2023-24.

8. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. No cases have been files under
the Act as the Company is keeping the working environment healthy.

9. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility
are not applicable to the company.

10. RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in
every industry, it has now become a compulsion. The Board members were informed about risk
assessment and after which the Board formally adopted and implemented the necessary steps for
monitoring the risk management plan for the company.

11. AUDITORS:

Statutory Audit:

At the Annual General Meeting held on September 26, 2023, the Members approved re¬
appointment of M/s. R. K. Kankaria & Co., Chartered Accountants, (Firm Registration No. 321093E),
Kolkata, as Statutory Auditors of the Company upon completion for a second term of 5 (five)
consecutive years from the conclusion of that Annual General Meeting till the conclusion of the
Annual General Meeting to be held in year 2028. The requirement to place the matter relating to
appointment of auditors for ratification by Members at every Annual General Meeting has been
done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no
resolution is being proposed for ratification of appointment of statutory auditors at the ensuing
AGM.

The statutory auditor''s report does not contain any qualifications, reservations, or adverse remarks
or disclaimer.

Secretarial A udit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed
M/s. Kirti Sharma & Associates, Practicing Company Secretaries (C.P. No. 26705 & Membership
Number A41645) to undertake the Secretarial Audit of the Company. The Secretarial Audit report
for the financial year ended 31st March, 2024 is annexed herewith as "Annexure - A" to this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director Mr. Pradeep Kumar Daga (DIN: 00080515), who retires by rotation and being eligible, offers
himself for re-appointment.

In the opinion of the Board, all the Independent Directors are well experienced business leaders.
Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant
proficiency which will bring tremendous value to the Board and to the Company.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company
as on 31.03.2024 are Mr. Utpal Dey (DIN: 06931935), Managing Director, Mr. Vijay Kumar Ojha,
Chief Financial Officer cum Whole Time Director (DIN: 09281082) and Mr. Yogesh Sharma, Company
Secretary.

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange and requirements under the Companies
Act, 2013, the Report on Corporate Governance together with Statutory Auditors view and
management discussion & analysis report regarding compliance of the SEBI code of Corporate
Governance is annexed herewith.

14. FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of
the Companies Act, 2013. The details of the investments made by company are given in the notes to
the financial statements.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
at all locations of the Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board and to maintain its objectivity and independence,
the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman
& Managing Director.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO

The provisions of Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy
and technology absorption, are not applicable.

Further there were no foreign exchange inflow or outgo during the period under review.

18. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND
OF INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relation,

Appointment & Remuneration Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.

19. NOMINATION &REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report.

20. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 7
(Seven) Board Meetings, 4 (Four) Audit Committee Meetings, 5 (five) Nomination & Remuneration
Committee Meetings and 2 (Two) Stakeholders'' Relationship Committee Meetings were convened
and held. The details of which are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY :

A Related Party Policy has been devised by the Board of Directors for determining the materiality of
transactions with related parties and dealings with them. The said policy may be referred to at the
website of the Company http://www.thiraniproiects.com/. The Audit Committee reviews all
related party transactions quarterly. Necessary approval of the Audit Committee and the Board of
Directors were taken wherever required.

22. ENVIRONMENT AND SAFETY :

The Company is conscious of the importance of environmentally clean & safe environment. Since
your company is a Non-Banking financial company so the question of environment pollution does
not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and
prevention of natural resources.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) of section 134 of the
Companies Act, 2013 (''the Act'') and based on the representations received from the operating
management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures.

ii. The Directors had selected such accounting policies and have 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 and
loss of the Company for that period.

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

iv. The Directors have prepared the annual accounts on going concern basis.

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

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

24. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 129(3) of
the Companies Act, 2013 are not applicable.

25. CODE OF CONDUCT:

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Code has been
posted on the Company''s website. The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the designated employees in their business
and in particular on matters relating to integrity in the work place, in business practices and in
dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given
situation and the reporting structure. All the Board Members and the Senior Management
Personnel have confirmed compliance with the Code. All Management Staff were given appropriate
training in this regard.

26. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is
available on the website of the company (http://www.thiraniprojects.com/ download/code of
conduct/policy-of-related-party-transaction.pdf)

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

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

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In
staying true to our values of Strength, Performance and Passion and in line with our vision of being
one of the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a genuinely raised concern. The
Chairman of Audit and Chairman of the Board looks into the complaints raised.

29. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company
shares by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.

30. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013,
the Annual Return as on March 31, 2024 is available at the website of the Company
www.thiraniprojects.com

31. PARTICULARS OF EMPLOYEES:

Human Capital is an important asset for the Company and the Company has taken and shall
continue to take adequate steps towards education and enrichment of the human capital. Your
Directors place on record the sense of appreciation for the valuable contribution made by the staff
members of the company and hope that their continued support will help in achieving the goals of
the Company. None of the employees of the company are in receipt of remuneration in excess of
the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

32. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act, has been properly kept at the registered office of the
Company.

33. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial
year 2023-24 to the Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited
where the shares of the Company are listed.

Further, The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntary delisting
of equity shares and the same is under process by the Department.

34. DEPOSITORY SYSTEM :

Your Company''s equity shares are available for dematerialization through National Securities
Depository Limited and Central Depository Services (India) Limited. As of March 31, 2024, 99.99% of
the equity shares of your Company were held in demat form.

35. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.

36. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Date: 30th day of May, 2024 Utpal Dey Vijay Kumar Ojha

Place: Kolkata Managing Director cum CEO Whole Time Director cum CFO

(DIN:06931935) (DIN :09281082)

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(Fig, in Rs.)

CURRENT PREVIOUS YEAR YEAR

PROFIT/(LOSS) BEFORE TAXATION (250074) 1748877

PROVISION FOR TAXES

Current tax 0.00 (353340)

MAT Tax Credit Receivable 14153 323542

Deferred Tax (135919) (1203561)

PROFIT/(LOSS) AFTER TAX (371840) 515518

2. FUTURE PERFORMANCE:

In the year under review, the Company has made a loss of Rs. 250074/- before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014. However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

6. DIRECTORS:

Your Director wish to place on record their kind appreciation of valuable guidance, support, advice and services rendered by Mr. Jitendra Daga, who retires by rotation at the ensuing Annual General Meeting and, not seeking re-appointment and pursuant to the provisions of Section 152(6)(e) of "The Act", at the Annual General Meeting at which a director retires, the Company may fill up the vacancy by appointing the retiring director or some other person thereto. Keeping in view the legal requirements the Board of Directors have proposed that Ms. Jyoti Daga be appointed as a Non- Executive Director of the Company, liable to retire by rotation at AGM and eligible to be reappointed.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act). Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

Approval of members is being sought for appointment of Mr. Prabir Das as Managing Director of the company on such terms and conditions as set out in the explanatory statement annexed to the Notice convening this Meeting.

7. CORPORATE GOVERNANCE:

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

8. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION :Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. DIRECTORS''RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

11. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Place : Kolkata

Date : 26th day of May, 2013 Prabir Das Jitendra Daga

Managing Director Director

---

Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS : (Fig. in Rs.)

Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION 17,48,877 6,34,873

PROVISION FOR TAXES Current tax (3,53,340) (1,20,976)

MAT Tax Credit Receivable 3,23,542 1,19,924

Deferred Tax (12,03,561) (4,49,598)

PROFIT/(LOSS) AFTER TAX 5,15,518 1,84,223

2. FUTURE PERFORMANCE:

In the year under review, the Company has made a profit of Rs. 17,48,877/- before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Uttam Bose and Shri Swapan Das retires by rotation and being eligible, offers himself for re- appointment.

6. CORPORATE GOVERNANCE:

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

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Prabir Das Jitendra Daga Place : Kolkata Director Director Dated : 24th day of May, 2013

---

Mar 31, 2012

The Members,

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

1. FINANCIAL RESULTS : (Fig. in Rs.)

Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION 6,34,873 2,06,146 PROVISION FOR TAXES

Current tax (1,20,976) (38,834)

MAT Tax Credit Receivable 1,19,924 38,834

Deferred Tax (4,49,598) -

PROFIT/(LOSS) AFTER TAX 1,84,223 2,06,146

2. FUTURE PERFORMANCE:

In the year under review, the Company has generated Profit of Rs.6,34,873/- Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Jitendra Daga and Shri Prabir Das retires by rotation and being eligible, offers himself for re- appointment.

Shri Swapan Das and Shri Kavindar Ranka where appointed as additional Director in the Board of the Company and who hold office till the date of Annual General Meeting. The Company has received notice from the members signifying their intention to propose appointment of them as director who will retire by rotation.

6. CORPORATE GOVERNANCE:

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

7. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of the limit prescribed under section 217(2A) of the Companies Act, 1956.

8. STATUTORY INFORMATION:

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

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

9. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

10. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Prabir Das Jitendra Daga Place : Kolkata Director Director Dated : 25Th day of June, 2012