Asutosh Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting their 43^rd Annual Report together with the
Audited Accounts of the Company for the financial year ended 31^st March, 2024.

COMPANY PFRFORMANCE

	2023 - 2024	2022 - 2023
FINANCIAL RESULTS	Rs. In Lakhs	Rs. In Lakhs
Total Income	763.22	191.75
Net Profit before Tax	755.15	154.81
Less: Provision for Taxation	(226.00)	(43.67)
Net Profit after Tax	529.15	111.14
Add: Opening Balance in Statement of Profit & Loss	1,036.62	947.70
Less: Transferred to RBI Reserve Fund	-	(22.23)
Closing Balance	1,565.77	1,036.62

DIVIDEND

The Directors have considered to plough back the profit in business for better financial
strength and as such they have not recommended any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is appended below:

A. BUSINESS

The Company is a Core Investment Company (CIC) in terms of the Master Direction - Core
Investment Companies (Reserve Bank) Directions, 2016 and is exempted from registration
under Section 45IA of the Reserve Bank of India Act, 1934 in terms of the said Directions. In
addition to it, the Company used to carry on the business of import and export and general
trading activities.

B. REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The operations of the Company were stable during the year under review. The Board of
your Company is exploring alternatives for improving its operations for long term growth.

C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company''s objective is to effect improvement in its operations. However, the
Company is exposed to threats and risks, as faced by other organizations in general and
those engaged in similar business, like adverse changes in the general economic and market
conditions, changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of its business
and size of its operations. The objectives of these procedures are to ensure efficient use and
protection of Company''s resources, accuracy in financial reports and due compliance of
applicable statutes and Company''s norms, policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. V.N. Agarwal (DIN:00408731) Director, retires by rotation at the ensuing Annual General
Meeting (AGM) and being eligible offers himself for re-appointment. His brief resume is
attached to the Notice of the said Meeting.

Mr. Narayan Baheti was appointed as the Chief Financial Officer (CFO) of the Company with
effect from 22^nd May, 2023 on recommendation of the Nomination and Remuneration
Committee in terms of Section 203 of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS HELD

During the Financial Year 2023-24, Six (6) Board Meetings were held on 22^nd May, 2023, 29^th
May, 2023, 9^th August, 2023, 8^th November, 2023, 4^th December, 2023 and 1^st February,
2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013 your Board of Directors
confirms that:-

(a) in the preparation of the Annual Accounts for the financial year ended 31^st March,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

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

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

(d) the annual accounts of the Company have been prepared on a "going concern"
basis;

(e) 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; and

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

POLICY FOR DIRECTORS APPOINTMENT

The Company believes that in order to ensure that the Board of Directors can discharge
their duties and responsibilities effectively; it aims to have a Board with optimum
combination of experience and commitment with the presence of Independent Directors.

Such Board can provide a long term plan for the Company''s growth, improve the quality of
governance and increase the confidence of its members.

The Company has a policy in terms of Section 178(3) of the Companies Act, 2013 on
directors'' appointment and remuneration including the criteria for determining their
qualifications, positive attributes and independence.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committees and
of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2024 comprised of Mr. G.K. Agarwal as the
Committee Chairman and Mr. V.N. Agarwal and Mr. S.K. Roychowdhury as the other
Members. All the recommendations made by the Audit Committee during the financial year
under review were considered by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on 31^st March, 2024 comprised of Mr.
V.N. Agarwal as the Committee Chairman and Mr. S.K. Roychowdhury and Mr. G.K. Agarwal
as the other Members. All the recommendations made by the Nomination and
Remuneration Committee during the financial year under review were considered by the
Board.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent (as prescribed in the
Companies Act, 2013 and the Listing Regulations) and Independency Certificates from them
have been obtained.

ANNUAL RETURN

As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31^st March, 2024 in Form MGT-7 is available on the Website of the
Company at: www.asutosh.co.in/investor.php.

STATUTORY AUDITORS

M/s S. Ghose & Co. LLP, Chartered Accountants (Firm Registration No. 302184E/E300007)
Statutory Auditor of the Company were appointed to hold office for a term of five years
commencing from the Financial Year 2022-2023 till the conclusion of the AGM of the
Company to be held in the year 2027.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules there
under, the Board of Directors of the Company has appointed a Practicing Company
Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed
herewith as Annexure A.

COST AUDIT

The Company is not required to maintain cost records in terms of Section 148(1) of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Parties
during the financial year were on arm''s length basis and in the ordinary course of business.
Hence the provisions of Section 188 of the Companies Act, 2013 and disclosure in Form
AOC-2 are not applicable. The transactions with Related Parties are disclosed in the Notes to
the Financial Statements.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of Loans, Investments and Guarantees, if any, given/made by the Company are
disclosed in the Notes to the Financial Statements.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and
no public deposits were outstanding or remained unclaimed as on 31^st March, 2024.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil
Mechanism for Directors and Employees has been established, details of which are given on
the website of the Company.

INTERNAL FINANCIAL CONTROL

The Company''s internal financial control systems are commensurate with the Company''s
size and nature of business enabling it to safeguard assets, prevent and detect frauds as well
as other irregularities.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks to
minimize/mitigate/monitor the probability and/or impact of unfortunate events. Risk
Management Policy enables the Company to manage such uncertainties and changes in the
internal and external environment to reduce their negative impact. The Board of Directors
of the Company, as and when needed, develops such policies for assessing and managing
the risks in accordance with the requirements of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures in terms of Section 197(12) of the Companies Act, 2013 and the Rules made
there under in respect of Directors'' Remuneration, were not applicable to the Company
during the year ended 31^st March, 2024 as no remuneration is being paid to Directors other
than sitting fees for attending the Board Meetings.

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

Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 were not applicable to the Company during the year
ended 31^st March, 2024.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, bankers and all other business associates
for the continuous support given by them to the Company.

FOR AND ON BEHALF OF THE BOARlSX

PLACE: KOLKATA

DATE: 22^nd APRIL, 2024 I DIRECTORS

I

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Mar 31, 2014

Dear Members,

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

2013 - 2014 2012 - 2013 (Rs) (Rs)

FINANCIAL RESULTS

Total Revenue 3,840,396 3,893,660

Net Profit before Taxation 3,000,217 1,924,508

Less :Transfer to RBI Reserve Fund 600,043 384,902

Add : Balance brought forward 43,904,236 42,364,630

Balance Carried Forward to Balance Sheet 46,304,410 43,904,236

COMPANY PERFORMANCE :

In the light of challenging business conditions, the working results of your Company during Financial year ended on 31st March, 2014 was satisfactory.

DIVIDEND :

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the year under review.

DIRECTORS :

Mrs. Ritu Agarwal, Director retires by rotation and being eligible offers herself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Directors state as follows:-

i) That in the preparation of the Annual Accounts for the Financial year ended 31 st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) That the Directors had 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) That the Directors had prepared the accounts for the Financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS :

M/s Salarpuria & Partners, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re- appointment if effected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re-appointment of and remuneration payable to M/s Salarpuria & Partners, Chartered Accountants, as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

PUBLIC DEPOSIT:

The provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder in respect of acceptance of deposits are not applicable to your Company.

PARTICULARS OF EMPLOYEES:

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

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

The provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are not applicable during the year under review.

ACKNOWLEDGEMENT:

Your Directors would like to thank shareholders, bankers and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FOR AND ON BEHALF OF THE BOARD

V. N. AGARWAL Place: Kolkata K. K. GANERIWALA Date: 28th May, 2014 DIRECTORS

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Mar 31, 2012

To the Members,

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

2011-2012 2010-2011 (Rs.) (Rs.)

FINANCIAL RESULTS

Net Profit before Taxation 2,475,311 2,476,129

Less : Provision for Income Tax - (385,000)

Excess Provision of Tax for earlier year (26,450) -

Net Profit after Taxation 2,448,861 2,091,129

Less : Transfer to RBI Reserve Fund (489,775) (419,025)

Add : Balance brought forward 40,405,544 38,733,440

Balance Carried Forward to Balance Sheet 42,364,630 40,405,544

COMPANY PERFORMANCE

In the light of challenging business conditions, the working results of your Company during Financial year ended on 31st March, 2012 was satisfactory.

DIVIDEND

The Directors have considered to plough back the profit in business for better financial strength and as such they have not recommended any dividend for the financial year under review.

DIRECTORS

Mr. K. K. Ganeriwala, Director retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed :

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) That the Directors had 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) That the Directors had prepared the accounts for the financial year ended 31st March, 2012 on a ''going concern'' basis.

AUDITORS

M/s Salarpuria & Partners, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if effected would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuing Annual General Meeting of the Company to the re-appointment of and remuneration payable to M/s Salarpuria & Partners, Chartered Accountants, as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

PUBLIC DEPOSIT:

The provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder in respect of acceptance of deposits are not applicable to your Company.

PARTICULARS OF EMPLOYEES:

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

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

In terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo, the requisite information are furnished below :-

a) Conservation of Energy : Not Applicable

b) Technology Absorption : Not Applicable

c) Foreign Exchange Earnings : NIL

d) Foreign Exchange Outgo : Rs. 2,91,747/-

ACKNOWLEDGEMENT:

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business associates for the continuous support given by them to the Company and their confidence in its management. FOR AND ON BEHALF OF THE BOARD

V. N. AGARWAL

Place: Kolkata K. K. GANERIWALA

Date: 26th May, 2012 DIRECTORS

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Mar 31, 2011

DIRECTORS' REPORT

To the Members,

Your Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS 31.03.2011 31.03.2010

Net Profit before Taxation 24,76,129 45,49,414

Less: Provision for Income Tax 3,85,000 7,45,500

Net Profit after Taxation 20,91,129 38,03,914

Less: Transfer to RBI Reserve Fund 4,19,025 7,60,780

Add: Balance brought forward 3,87,33,440 3,56,90,306

Balance Carried forward to Balance Sheet 4,04,05,544 3,87,33,440

COMPANY PERFORMANCE

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2011 was satisfactory.

DIVIDEND

The Directors have considered to plough back the profit in the business for better financial strength and as such they have not recommended any dividend for the financial year under review.

DIRECTORS

Shri R. K. Agarwal, Director retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed :-

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(iii) That the Directors had 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) That the Directors had prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

AUDITORS

Messrs Salarpuria & Partners, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if affected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuring Annual General Meeting of the Company to the re- appointment of and remuneration payable to Messrs Salarpuria & Partners, Chartered Accountants as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

FIXED DEOSIT

Your Company has not invited and/or accepted any deposits from the General Public under Sections 58A and 58AA of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information required to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

INTERNAL CONTROL

The Company has an Internal Control System commensurate with the nature and size of its business. The objective of these procedures are to ensure efficient use and protection of the Company's resources, accuracy in financial reports and due compliance of statutes and Company policies and procedure.

INDUSTRIAL RELATION

Industrial Relation between the Management and Employees within the Organization was cordial. The Directors look to the future in confidence.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology absorption, Earnings and outgo of Foreign Exchange, the requisite information are furnished below :-

a) Conservation of Energy Not Applicable

b) Technology Absorption : Not Applicable

c) Foreign Exchange Earnings NIL

d) Foreign Exchange used : 6,50,285/-

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board V. N. AGARWAL

Place : Kolkata K. K. GANERIWALA

Date: 28th May, 2011 Directors

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS 31.03.2010 31.03.2009 (Rs.) (Rs.)

Net Profit before Taxation 45,49,414 25,76,081

Less: Provision for Income Tax 7,45,500 2,35,000

Provision for Fringe Benefit Tax -- 1,739

Add : Excess Provision of Tax for earlier year -- 3,47,402

Net Profit after Taxation 38,03,914 26,86,744

Less : Transfer to RBI Reserve Fund 7,60,780 5,37,355

Add: Balance brought forward 3,56,90,306 3,35,40,917

Balance Carried forward to Balance Sheet 3,87,33,440 3,56,90,306

COMPANY PERFORMANCE

In the light of challenging business conditions, the working results of your Company during financial year ended on 31st March, 2010 was satisfactory.

DIVIDEND

The Directors have considered to plough back the profit in the business for better financial strength and as such they have not recommended any dividend for the financial year under review.

DIRECTORS

Smt. Ritu Agarwal, Director retires by rotation and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :-

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors had 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) That the Directors had prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis.

AUDITORS

Messrs Salarpuria & Partners, Chartered Accountants, Auditors of the Company, hold office till the conclusion of this Annual General Meeting. They have expressed their willingness to continue as the Statutory Auditors of the Company, if so reappointed and have furnished to the Company the requisite certificate to the effect that their re-appointment if affected would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. Accordingly, approval of the Shareholders will be sought at the ensuring Annual General Meeting of the Company to the re- apointment of and remuneration payable to Messrs Salarpuria & Partners, Chartered Accountants as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

FIXED DEOSIT

Your Company has not invited and/or accepted any deposits from the General Public under Sections 58A and 58AA of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Information required to be given pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to your Company.

INTERNAL CONTROL

The Company has an Internal Control System commensurate with the nature and size of its business. The objective of these procedures are to ensure efficient use and protection of the Companys resources, accuracy in financial reports and due compliance of statutes and Company policies and procedures.

INDUSTRIAL RELATION

Industrial Relation between the Management and Employees within the Organization was cordial. The Directors look to the future in confidence.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology absorption, Earnings and outgo of Foreign Exchange, the requisite information are furnished below :-

a) Conservation of Energy : Not Applicable

b) Tecnology Absorption : Not Applicable

c) Foreign Exchange Earnings : NIL

d) Foreign Exchange used : 3,15,440/-

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders, customers, dealers, suppliers, bankers, employees union and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

V. N. AGARWAL

Place : Kolkata K. K. GANERIWALA

Date : 7th May, 2010 Directors

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Mar 31, 2009

The Directors take great pleasure in presenting their Report together with the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS 31.03.2009 31.03.2008 (Rs.) (Rs.)

Net Profit/(Loss) as per Profit & Loss Account 25,76,081 39,25,428

Add: Balance Brought forward 3,35,40,917 3,07,82,213

3,61,16,998 3,47,07,641

Less : Provision for Taxation 2,35,000 4,70,000

Income Tax for Earlier Year (3,47,402) --

Provision for Fringe Benefit Tax 1,739 6,724

Transferred to RBI Reserve Fund 5,37,355 6,90,000

Balance Carried forward to Balance Sheet 3,56,90,306 3,35,40,917

DIVIDEND

The Directors have considered to plough back the profits in the business for better financial strength and as such they have not recommended any Dividend for the Financial Year under review.

DIRECTORS

Shri V. N. Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :-

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures:

¦ (ii) That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) That the Directors had 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) That the Directors had prepared the accc jnts for the financial year ended 31st March, 2009 on a going concern basis.

INTERNAL CONTROL

Tne Company ha^ an Internal Control Procedure commensurate with the nature of its business and size of its operation The objective of these procedures are to ensure efficient use and protection of the Companys resources, accuracy in financial reports and due compliance of statutes and Company policies and procedures.

AUDITORS

Messrs Salarpuria & Partners, Chartered Accountants, retire at the conclusion of the ensuing Annual Genaral Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956.

AUDITORS COMMENTS

With regard to the Auditors observations in their Report, the corresponding Notes on Accounts are self explanatory and hence are not being separately dealt with here.

INVESTORS SERVICE

The Investor Services of your Company continues to provide efficient and high quality service, through trained and dedicated Professionals.

DISCLOSURES

Disclosures in terms of sub-section (2A) of section 217 of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 are not applicable to your Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public in terms of Section 58A of the Companies Act, 1956 and the rules framed thereunder.

INFORMATION AS TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217( 1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo are not applicable to your Company during the year under review.

CONCLUSION

Your Directors look forward to the future with confidence.

For and on behalf of the Board

V. N.AGARWAL

Place : Kolkata K. K. GANERIWALA

Date : The 29th Day of June, 2009 Directors