Directors Report of Welterman International Ltd.

Mar 31, 2024

The Board of Directors have pleasure to present the Company’s 32^nd Annual Report and the Company’s Audited
Financial Statements for the Financial Year ended 31^st March, 2024.

1. The State of Affairs of the Company

Financial Highlights/Summary:

PARTICULARS	Year ended on 31.03.2024	Year ended on 31.03.2023
Total Revenue	20.43	84.45
Profit/(Loss) before depreciation and tax	(11.31)	(23.75)
(Less): Depreciation	(2.08)	(6.23)
Profit/(Loss) before Exceptional & Extra ordinary items & tax	(13.39)	(29.98)
Add/(Less): Exceptional Items	-	-
Add/(Less): Extra Ordinary Items	-	-
Profit /(Loss) Before Tax	(13.39)	(29.98)
Add/Less: Comprehensive Income	0.11	-
Add/(Less): Current Tax	-	-
Profit/(Loss) for the Year	(13.28)	(29.98)
Add/(Less): Balance brought forward	(1653.19)	(1623.21)
Balance carried forward to Balance sheet	(1666.58)	(1653.19)

2. Financial Performance:

During Financial Year 2023-24, total income of the Company was Rs. 20.43 Lakhs as compared to Rs.
84.45 Lakhs in Financial Year 2022-23 and net loss of Rs. (13.28) lakhs during the Financial Year 2023-24
as against Rs. (29.98) lakhs in the previous Financial Year 2022-23.

3. Dividend:

In view of accumulated losses, your Directors do not recommend any dividend for the financial year ended
on 31^st March, 2024.

4. Transfer of amount to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed amount to be transferred to Investor Education & Protection Fund
(IEPF) during the year under review pursuant to provisions of Section 125 of the Companies Act, 2013
(‘the Act’) and accordingly no amount is transferred to IEPF.

5. Transfer to General Reserve:

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to
reserves during the year under review.

6. Information about Subsidiary, Joint Venture or Associates:

The Company has neither any Subsidiary, Joint Venture nor Associate Company nor any other Company
has become or ceased to be Subsidiary, Joint Venture or Associate Company of the Company during the
year under review.

7. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Act, 2013, the Board of Directors of the Company confirms that:

i. Your Directors have followed the applicable accounting standards along with proper explanation
relating to material departure, if any, while preparing the annual accounts;

ii. Your Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of

business model of the Company, etc. through Board Meetings. The details of such familiarization programs
are disclosed in the website of the Company (www.welterman.com).

14. Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee has framed a Policy
in relation to remuneration of Directors. The Policy also lays down the criteria for determining
qualifications, positive attributes and independence of a Director and also framed a Remuneration Policy as
provided under Section 178 of the Act. The detailed Nomination and Remuneration Policy is disclosed on
the website of the Company and web link for the same
is http://welterman.com/pdf/govemance/companv%20policies%20and%20codes/NOMINATIQN%20&%2
0REMUNERATION%20POLICY.pdf

15. Number of Board and Committee Meetings conducted during the year:

A. Board Meetings:

During the year under review, 7 (Seven) Meetings of the Board of Directors were held on 25^th May, 2023,
11^th August, 2023, 28^th August, 2023, 1^st November, 2023, 6^th November, 2023, 8^th February, 2024 and
12^th March, 2024. The gap between any two Board Meetings did not exceed 120 days. The attendance
record of the Directors at the Board Meetings is as under:-

Sr. No.	Name of the Director	Designation	No. of Meetings attended/held during the year
1	Mr. Mohammed Mansur H. Dhanani	Executive Director & Chief Executive Officer	7/7
2	Ms.Huma Madani	Promoter, Non Executive Director	7/7
3	Mr.Mihir Bhatia	Non Executive Independent Director	7/7
4	Mr.Leeladhar S.Kotian	Non Executive Independent Director	7/7

B. Audit Committee:

The Audit Committee met 4 (Four) times during the year under review on 25^th May, 2023, 11^th August,
2023, 6^th November, 2023 and 8^th February, 2024. Scope of the Committee includes matters referred in
section 177 of the Act and regulation 18 read with part C of Schedule II of SEBI (LODR) Regulations,
2015.The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of
Internal Auditors and Compliance of various regulations. The Committee reviews the financial
statements/financial results and approves the same before they are placed before the Board.

Below given table provides the attendance of the Audit Committee members:

Sr. No.	Composition	Position	No. of Meetings attended/held during the year
1	Mr. Leeladhar S. Kotian	Chairman	4/4
2	Mr. Mihir Bhatia	Member	4/4
3	Mr. Mohammed Mansur H. Dhanani	Member	4/4

C. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee met 3 (Three) times during the year under review on
25^th May, 2023, 1^st November, 2023 and 12^th March, 2024. Below given table provides the attendance of
the Nomination and Remuneration Committee members:

Sr. No.	Composition	Position	No. of Meetings attended/held during the year
1	Mr.Leeladhar S.Kotian	Chairman	3/3
2	Mr.Mihir Bhatia	Member	3/3
3	Mrs.Huma Madani	Member	3/3

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met 4 (four) times during the year under review on 25^th May,
2023, 11^th August, 2023, 6^th November, 2023 and 8^th February, 2024. Below given table provides the
attendance of the Stakeholders Relationship Committee members:

Sr. No.	Composition	Position	No. of Meetings attended during the year
1	Mr. Leeladhar S. Kotian	Chairman	4/4
2	Mr. Narendra M. Patel	Member	4/4
3	Mr. Mohammed Mansur H. Dhanani	Member	4/4

E. Separate Independent Directors’ Meeting:

During the year under review, 1 (one) Separate Independent Directors’ meeting was held on 8^th March,
2024. Below given table provides the attendance of the meeting of Separate Independent Directors:

Sr. No.	Composition	Position	No. of Meetings attended during the
			year
1	Mr.Leeladhar S.Kotian	Chairman	1/1
2	Mr.Mihir Bhatia	Member	1/1

16. Vigil Mechanism:

In accordance with Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22(1) of LODR,
the Company has formulated a Vigil Mechanism for Directors and employees to report genuine concerns
and made provisions for direct access to the chairperson of the Audit Committee.

17. Particulars of Contracts or Arrangements made with Related Parties:

During the year, there being no related party transactions within the meaning of Section 188 of the Act, no
disclosure as contemplated in Form AOC-2 is made.

18. Explanation(s) / comment(s) on qualification(s) / reservation(s) / adverse remark(s)/disclaimer by the
auditors in their respective reports:

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports,
have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/
comments thereon are required to be furnished.

19. Material changes and commitments:

There have been no material changes and commitments affecting the financial position of the Company
which has occurred between the end of the financial year ended 31^st March, 2024 to which the Financial
Statements relates and the date of signing of this report.

20. Risk Management Policy:

The Management has put in place adequate and effective Policy and manpower for the purposes of Risk
Management. The Company has a system based approach to business risk management backed by strong
internal control systems. In the opinion of the Board, there are no risks which would threaten the existence
of the Company.

21. Corporate Social Responsibility:

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to
comply with the same.

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

The particulars as required under the provisions of Section 134(3)(m) of the Act, read with rule 8(3) of the
Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo is annexed as “Annexure-C” and forms part of this Report.

23. Corporate Governance:

In view of Paid up Equity Capital and Net worth of the Company, being lesser than Rs. 10 Crores and Rs.
25 Crores respectively, Corporate Governance Report as prescribed in clause C of Schedule V to LODR is
not included in terms of Regulation 15(2) of LODR.

24. Particulars of Employees:

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 per
month for any part of the year or more including any director. Hence no particulars have been furnished as
contemplated under section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

25. Loans, Guarantees and Investments:

During the FY 2023-24, your Company has neither given any loans/advances nor any guarantees nor
securities nor made any investments within the meaning of the provisions of Section 186 of the Act.

26. Auditors:

26.1 Statutory Auditors and Report:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, have been appointed as Statutory
Auditors of the Company from the conclusion of the 30th Annual General Meeting held on 26^th September,
2022, to hold office up to the conclusion of 35th Annual General Meeting to be held in 2027.

26.2 Internal Auditors:

The Company has appointed M/s. Jwalant Shah & Co., Chartered Accountants, Vadodara, as an Internal
Auditor of the Company to carry out the Internal Audit of various operational areas of the Company for the
Financial Year 2024-25.

26.3 Secretarial Auditors and Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company appointed M/s. Devesh Pathak & Associates,
Practising Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit
Report in the prescribed format of MR-3 is annexed as “Annexure -A” to this Report.

27. Internal Financial Controls With Reference to the Financial Statements:

System of adequate Internal Financial Controls with reference to the Financial Statements is already in
place.

28. Management Discussion and Analysis:

In terms of Schedule V of LODR, the Management Discussion and Analysis Report is annexed herewith as
“Annexure -B”.

29. Share Capital:

During the year under review, there was no change in share capital and accordingly the paid up Equity
Share Capital of your Company was Rs. 4,44,13,000/- (Rupees Four crores Forty Four lakhs Thirteen
thousand) as at 31^st March, 2024.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company in view of lesser than 10 employees was not required to constitute Internal Complaint
Committee under POSH Act. However the Company has zero tolerance towards Sexual Harassment of
women at Work Place. Further there were no complaints received by the Company during the year under
the review.

31. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and
stocks have been adequately insured.

32. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for
the continued support and co-operation of all the employees.

33. Median Employee Details:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made
available to any member on request.

34. Reporting of Frauds:

There has been no instances of fraud reported either by the Statutory Auditors or the Secretarial Auditor
under section 143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.

35. No significant or material order:

No significant or material order was passed by any regulator, court or tribunal impacting the going concern
status or Company''s operations in future during the year under review.

36. Internal Control Systems and their adequacy:

The Company has an adequate system of internal controls in place. It has documented procedures covering
all financial and operating functions. These controls have been designed to provide a reasonable assurance
with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from
unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting.
The Company has continued its efforts to align all its processes and controls with global best practices in
these areas as well.

Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings,
adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in
accounting policies and practices, if any.

37. Compliance of Applicable Secretarial Standards:

In terms of Clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors
effective from 01.10.2017), your Directors state that the Company has been compliant of applicable
secretarial standards during the year under review.

38. Disclosure in respect of cost records:

During the Year under review, the Company was not required to maintain Cost Records in terms of Section
148(i) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

39. Cost Auditors:

The Company is not required to appoint the cost auditor as specified by the Central Government under
Section 148(1) of the Companies Act, 2013 and accordingly the Company has not appointed the cost
auditor.

40. Change in the nature of Business:

There was no change in the nature of business during the year under review.

41. Annual Return:

The Company has placed a copy of the annual return pursuant to Section 92 and 134 of the Act read with
rules framed thereunder on its website and the same is available on www.welterman.com.

42. Statutory Disclosures:

Your Directors state that there being no transactions with respect to following items during the year under
review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Any remuneration or commission to any Director from the Company and the Company does not have
any Subsidiary/Holding company.

4. Buy-back of shares or under Section 67(3).

5. Application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. Settlements with banks or financial institutions.

43. Acknowledgement:

Your Directors place on record their sincere thanks to Government, Customers, Vendors, Bankers and
Employees at all levels during the year. Your Directors also gratefully acknowledge the support of the
shareholders and confidence reposed on your Company.

For and on behalf of the Board
Welterman International Limited

Date : 12^th August, 2024 Mohammed Mansur H. Dhanani Huma Madani

Place: Vadodara Director& CEO Director

DIN: 08814878 DIN: 07964833

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Mar 31, 2014

Dear Members,

The Directors Have pleasure to present their TWENTY SECOND ANNUAL REPORT together will thAudited Statement of Accounts for the Financial Year ended on 31st March, 2014.

1 FINANCIAL & WORKING RESULTS

Particulars 2013-2014 2012-2013 Rs.(In Lacs) Rs. (In Lacs)

Total Income 543 390,421 20,77,01.606

Gross Profit/ (Loss) Before Depreciatopn 9.793,540 (2,159,967)

(Less): Depreciation (1,517,127) (863,548)

PROFIT /(LOSS) BEFORE TAX 8,276,13 (3,023,515)

(Add) Excess Provisions for Tax - 5011

PROFIT/(LOSS) AFTER TAX 8,276,413 (3,013,504)

Balance brought forward (125.433.546) (125,465.042)

(LOSS) CARRIED TO BALANCE SHEET (120,207,133) (128,486,546)

2. DIVIDENDS :

In view of carried forward losses of the Company, your Directors do not recommend any dividend.

3. DEPOSITS ;

The Company has not accepted / renewed deposits, within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

4. PRESENT STATUS UNDER BIFR :

As you are aware, the Company is a ' Sick End inustriaI Company registered red under the provisions of Sick Industries Companies (special Provisions) Act 1985 and the matter of the Company is pending with Hon'able BIFR.

5. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 60,00,000 per annum or Rs. 6, 00,000 per month for any part of the year or more end fierce no partial lars as prescribed under Section 2l7(2A) of the Companies Act, 1966 read with the Companies (particulars of Employees} Rule. 1975 are required to be furnished'.

6) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have material information required under Section 217 (1 )(e) nf the Cnmpanies Act . 1950 read with the Companies (Disclosure of Particulars if the Board of Directors) Rule, 1988 to offer end hence no particular have been furnishes.

7) FOREGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company had not earned any foreign exchange and spirit foreign exchange equivalent to Rs. 268,623.963.

B) DIRECTORS’ RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relatinig to material departures, it any while preparing the annual accounts:

(iii) Your Directors have selcted such accounting policies and applied thorn consistently and made judgments and estimates; that are reasonable and prudent so as to give true and fair vow of the state of affairs of the Company at the end of financial yea and of the profit of the Company far the period;

(iii) Your Directors have taken proper and s-ufficent care for the maintenance of adequate accourcing records in accordsnce wifh the prgvisspns of this Act for sateguandrng the assefa of the Company and far preventing and detecting fraud and other irregularities;

(iv) Your Directors have prepared the annual accounts on a going concern basis.

9) DIRECTORATE:

Your Directors have appointed Mr. Shatolbhai Menton as an Additional Director of the Company w.e.f 24.04.2014.

Mr Bi.'i paul resgined from toe office of Director due to his preoccupation. Your Directors have placed on record their appreciation tor valuable services rendered by him CL, ring his tenure of Directorship.

Mr. Kayum Dhanam retires at the ensuing Annual General Meeting and being eligible offers himself far reappointment,

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies. (Compliance Certificate) Rules 2001 read with Section 3B3A(1) of the Companies Act. 1956 received from M/s, Devesh Vtmal & Co,. Practising Company Secretaries has been attached io this report

11) AUDITORS:

Mis Parish Shah Cholalia & Associates, 3 Accountants. Vadodara, retire at trie conclusion of this Annual General Wasting.

The Company has receded consent form M,rs. Parlkh Shat' Cbotaha & Associates, Chartered Accountants for their reappointment as Auditors as wait as certificate relating to eligibility of their proposed reappointment. Accordingly your Director recommended reappointment of M/S Panikh.

Shah and Chotalia, Chartered Acccumants as Statutory Auditors from the conclusion of 22nd Annual General Meeting unto the conclusion of 25th Annual Genera Meeting-subject to ratifica- tion at every Annua) General Meeting pursuant to Section 139 and other provisions. applicable if any of the Companies Act,2013 and fix their remuneration,

12) ACKNOWLEDGMENTS:

Your Directors place bn record their sincere gratitude to banks, financial institutions, sharehold- ers, the employees and all the associates of the Company far their hard work and continual support to the Company.

FOR AMD OM BEHALF OF THE BOARD

KAYUM R. DHANANI CHAIRMAN

Place: Vadodara Date: 29th May, 2014

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Mar 31, 2012

Dear Members,

The Directors have pleasure to present their TWENTIETH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012

1) FINANCIAL & WORKING RESULTS:

Particulars 2011-2012 2010-2011 Rs. In lacs Rs. In lacs

Total income 2309.36 1116.46

Gross Profit/ (Loss) Before Depreciation (12.76) 113.05

(Less): Depreciation (11.06) (14.83)

PROFIT / (LOSS) BEFORE TAX (23.82) 98.22

(Less): Income Tax and Fringe Benefit NIL (00.02)

Tax

Deferred Tax Asset 192.29 NIL

PROFIT AFTER TAX 168.47 98.20

Balance Loss Brought Forward: (1423.12) (1521.32)

Balance Loss Carried Forward : (1254.65) (1423.12)

2) DIVIDENDS:

In view of carried forward losses, your Directors do not recommend dividend.

3) DEPOSITS:

The Company has not accepted / renewed deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

4) PRESENT STATUS UNDER BIFR:

As you are aware, the Company is a ‘Sick Industry' registered under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and the case of the Company is pending for further directions from BIFR.

5) REVOCATION OF SUSPENSION OF TRADING BY BOMBAY STOCK EXCHANGE LTD:

Bombay Stock Exchange Ltd. (BSE) has revoked Suspension of trading of Equity Shares of the Company effective from 16th April, 2012 and accordingly its trading at BSE is resumed in T group.

6) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs 60, 00,000 per annum or Rs. 5, 00,000 per month for any part of the year or more and hence no particulars have been furnished as prescribed under Section 217(2A) of the Companies Act, 1956.

7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have material information required under Section 217 (1)(e) of the Companies act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rule, 1988 to offer and hence no particulars have been furnished.

8) DIRECTORS' RESPONSIBILITY STATEMENT :

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relating to material departures, if any, while preparing the annual accounts;

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

(iii) Your 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) Your Directors have prepared the annual accounts on a going concern basis.

9) DIRECTORATE:

Ms. Shamim Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Your Directors appointed Mr. Paveet Amin as an Additional Director to hold office upto the ensuing Annual General Meeting. A requisite notice pursuant to Section 257 of the Companies Act, 1956 has been received for his appointment as a Retiring Director at ensuing AGM.

Your Directors have reappointed Mr. Kayum Dhanani as a Managing Director.

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies (Compliance Certificate) Rules 2001 read with Section 383A(1) of the Companies Act, 1956 received from M/s. Devesh Vimal & Co., Practising Company Secretaries has been attached to this report.

11) AUDITORS:

M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written certificate is obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their reappointment as Auditors the same would be within the limits laid down in Section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their hard work and continual support to the Company.

FOR AND ON BEHALF OF THE BOARD

(Kayum R. Dhanani)

CHAIRMAN & MANAGING DIRECTOR

Place: Vadodara

Date: 10th July, 2012

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Mar 31, 2010

Your Directors present their EIGHTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010

1) FINANCIAL & WORKING RESULTS:

Particulars 2009-2010 2008-2009 Rs. Rs.

Total income 25,25,852 2,79,39,006

Gross Profit/ (Loss)

Before Depreciation (1,03,84,401) (50,23,386)

(Less): Depreciation (17,67,941) (1,995,121)

Net (Loss) for the Year (1,21,52,342) (7,018,507)

PRIOR PERIOD & 5,628

EXTRAORDINARY ITEMS

Provisions for FBT - (34,000)

PROFIT/ (LOSS)

AFTER TAXES (1,21,46,714) (7,052,507)

Add/ (Less): Balance

brought (13,99,85,343) (132,932,837)

forward:

BALANCE CARRIED TO (15,21,32,057) (139,985,343)

BALANCE SHEET

2) DIVIDENDS:

In view of carried forward losses, your Directors do not recommend dividend.

3) DEPOSITS:

The Company has not accepted / renewed deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975

4) PRESENT STATUS UNDER BIFR:

As you are aware, the Company is a 'Sick Industry' registered under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and the case of the Company is pending for further directions from BIFR.

5) CLOSURE OF PLANT:

In view of persistent unavailability of the production unit, the plant of the Company was closed in May, 2009 as reported earlier. Thereafter, the Company has not carried out any operation.

6) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs24,00,000 per annum or Rs. 2,00,000 per month or more for any part of the year and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

7) PARTICULARS RELATING TO CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

DIRECTORS' RESPONSIBILITY STATEMENT :

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departures if any, while preparing the annual accounts;

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

(iii) Your 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) Your Directors have prepared the annual accounts on a going concern basis.

9) DIRECTORATE:

Mrs. Shamim Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Abbas A. Sheikh resigned from the Directorship of the Company during the year in view of pre occupation. Your Directors have taken on record their appreciation for valuable services rendered by him during his tenure.

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies (Compliance Certificate) Rules 2001 read with Section 383A(1) of the Companies Act, 1956 received from M/s. D. Pathak & Associates, Practicing Company Secretaries has been attached o this report.

11) AUDITORS:

M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written certificate is being obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their reappointment as Auditors the same would be within the limits laid down in Section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their continual support to the Company.

FOR AND ON BEHALF OF THE BOARD

( Kayum R. Dhanani )

CHAIRMAN & MANAGING DIRECTOR

Place: Vadodara

Date: 14th August, 2010

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Mar 31, 2009

The Directors present their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2009.

(1) FINANCIAL & WORKING RESULTS

Particulars 2008-2009 2007-2008 Rs. Rs. Total Income 27,939,006 300,82,763 Gross Profit/(Loss) Before Depreciation: (5,023,386) (18,269,642) (Less): Depreciation (1,995,121) (2,243,739) Net (Loss) for the year (7,018,507) (20,513,381) PRIOR PERIOD & EXTRAORDINARY ITEMS Provisions for FBT (34,000) (30,000) PROFIT/(LOSSES) AFTER TAXES (7,052,507) (20,543,381) Add /(Less) Balance brought forward: (132,932,837) (112,389,456) BALANCE CARRIED TO BALANCE SHEET (139,985,344) (132,932,8397)

(2) DIVIDENDS :

In view of carried forward losses, your Directors do not recommend dividend.

(3) DEPOSITS :

The Company has accepted/renewed no deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

(4) AUDITORS REPORT :

Remark of the Auditor relating to Accounting Standard 28 in respect of impairment of assets and its impact is self explanatory in clause no. 3(ii) of their Report.

(5) PRESENT STATUS UNDER BIFR :

As you are aware, the Company is a Sick Industrial company registered under the provisions of Sick Industrial Companies (Special Provisions) Act,1985 and the case of the Company is pending for further directions from BIFR.

(6) CLOSURE OF PLANT :

In view of persistent unviability of the production unit, the plant of the Company is closed in May, 2009.

(7) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs 24,00,000 per annum or Rs.2,00,000 per month or more for any part of the year and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1989 is annexed hereto and forms part of this Report.

(9) DIRECTORS RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relating to material departure if any while preparing the annual accounts;

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

(iii) Your 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)Your Directors have prepared the annual accounts on a going concern basis.

(10) DIRECTORATE :

Mr. Abbas A. Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(11) AUDITORS :

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written Certificate is obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224(1 B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

(12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their hard work and continual support to the Company.

FOR AND ON BEHALF OF THE BOARD Place: Vadodara. KAYUM R. DHANANI Date : 30.07.2009 Chairman & Managing Director