Bajaj Global Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Directors present their 39 (Thirty Nineth) Annual Report and Audited Statement of
Accounts for the year ended 31st March, 2024.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 32.38 Lakhs. The Directors propose
to appropriate the same as under:

(In Lakhs except EPS)

Particulars	FY 2023-24	FY 2022-23
Total Income	49.30	45.96
Total Expense	33.02	32.03
Profit Before Tax	16.28	13.93
Less: Current Tax	45.06	5.60
Less: Deferred Tax	(61.16)	(89.47)
Profit after Tax	32.38	97.79
Other Comprehensive Income	107.90	438.51
Total Comprehensive Income	140.28	536.30
Earning Per Share	18.89	72.23

DIVIDEND:

The Directors in order to conserve the funds of the Company do not recommend any dividend for
the year under review.

STATE OF COMPANY''S AFFAIR AND FUTURE OUTLOOK:

Your Company plans to take the performance to the next level by adopting modern ways and
hence your Directors are confident of achieving better working results in the coming years.

EXTRACT OF ANNUAL RETURN:

As per the requirements of section 92(3) ofthe Act and Rules framed thereunder, the extract ofthe
Annual Return for the financial year 2023-24 is available on the website of the company at
www.bajajgloballtd.com.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, Nine (9) meetings of the Board of Directors of the Company
were held i.e. on 21st April 2023, 19th May 2023, 25th May 2023, 10th August 2023, 01st
September 2023, 07th November 2023, 09th November 2023, 03rd January 2024 and 12th
February 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

During the year under review, a separate meeting of Independent Directors without the
attendance of Non-Independent Directors and members of the Management, was held on 20th
Day of March, 2024, as required under Schedule IV of the Companies Act, 2013 (Code for
Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of the Non-Independent
Directors, Chairman ofthe Company and the Board as a whole.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors of the
Company under Section 149(7) of the Companies Act, 2013, confirming that they meet the
criteria of Independence laid down in Section 149(6) ofthe Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) ofthe Companies Act, 2013,

Your Directors confirm that:

i) In the preparation of Annual Accounts for the financial year ended March 31st, 2024, the
applicable accounting standards have been followed along with proper explanation relating
to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and
made judgements 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 ofthe Company for that period.

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

iv) The Annual Accounts have been prepared on a going concern basis.

v) The Directors have laid down internal financial controls, which are adequate and are
operating effectively.

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12):

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit
Committee ofthe Board under section 143(12) ofthe Companies Act, 2013.

PUBLIC DEPOSITS:

The company being a Non-Banking Finance Company has not accepted any deposits from the
public during the year under review and shall not accept any deposits from the public without
obtaining prior approval of RBI.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

There are no related party transactions as referred under Section 188(1) of the Companies Act,
2013 for the Financial Year 2023 - 24.

SECRETARIAL AUDITOR:

The Board of Directors ofthe Company has appointed M/s. More Daliya & Associates, Practicing
Company Secretaries, Nagpur, to conduct Secretarial Audit for the Financial Year 2023-24. The
Secretarial Audit Report for the Financial Year ended on March 31, 2024 is annexed herewith to
this Report. The said report does not contain any qualification, reservation or adverse remark by
the Secretarial Auditor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loan, guarantee and investments, if any covered under Section 186 of the
Companies Act, 2013 are given in notes to the Financial Statements provided in this Annual
report.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Your Directors informed that the Company is not required to abide the provisions of Section 135
of the Companies Act, 2013 and Rules made thereunder and Regulation 15(2) of SEBI (Listing
Obligation & Disclosure Requirement) Regulations 2015 in relation to the Corporate Social
Responsibility as the Company is not covered under any of the conditions / criteria mentioned
under Section 135 of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure
Requirement) Regulations 2015.

BOARD EVALUATION:

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board
and Schedule IV of the Companies Act 2013 states that the performance evaluation of
Independent Directors shall be done by the entire Board of Directors, excluding the Director
being evaluated. The evaluation of all the Directors and the Board as a whole was being
conducted.

AUDIT COMMITTEE:

In terms of Section 177 ofthe Companies Act, 2013 read with Rule 6 ofthe Companies (Meetings
of Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors consisting
of below mentioned Independent Directors:

(i) Mr. Akshay Ranka (DIN: 00235788) - Chairman (Independent Director)

(ii) Dr. Mahendra Kumar Sharma (DIN: 00519575) - Member (Independent Director)

(iii) Smt. Suneet Menon (DIN: 07087748) - Member (Independent Director)

As a practice of good Corporate Governance, all the recommendations made by the Audit
Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE:

In terms of Section 178 ofthe Companies Act, 2013 read with Rule 6 ofthe Companies (Meetings
of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration
Committee ofthe Board of Directors consisting of below mentioned Independent Directors:

(i) Mr. Akshay Ranka (DIN: 00235788) - Chairman (Independent Director)

(ii) Dr. Mahendra Kumar Sharma (DIN: 00519575) - Member (Independent Director)

(iii) Smt. Suneet Menon (DIN: 07087748) - Member (Independent Director)

As a practice of good Corporate Governance.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms
of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation &
Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of
the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter.
The policy on vigil mechanism may be accessed on the Company''s website at
www.bajajgloballtd.com.

CODE OF CONDUCT:

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing
Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an
obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and
Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on
code of conduct for all the Members of Board of Directors and Senior management of the
Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND
DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy and technology
absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 read with the
Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of
the Company and hence, are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is no foreign exchange earnings, outgo and expenditure.
DIRECTORS:

In view of the provisions of the Companies Act, 2013, Shri Monal Malji (DIN 00511813) retires
from the Board by rotation this year and being eligible, offers himself for re-appointment.

Apart from the above, there is no change as regard to the Directorship of the Company.

KEY MANAGERIAL PERSONNEL:

Appointment of Company Secretary:

During the year under review Ms. Siddhi Sanjay Kashikar was appointed as Company Secretary
and Chief Financial Officer under the provisions of Companies Act, 2013 and Compliance
Officer under the terms of Regulation 6(1) of SEBI (LODR) Regulations 2015, w.e.f., 21st April,
2023.

However, Ms. Siddhi Sanjay Kashikar later resigned as the Company Secretary, Chief Financial
Officer and Compliance Officer w.e.f. 07th November, 2023. The requisite forms were filed to
give effect to this under the Provisions of Companies Act, 2013 and timely intimation in respect
of the same was also given to Stock Exchange under the terms of SEBI (LODR) Regulations
2015.

For the Financial Year 2023-24, the company went on to appoint Ms. Shilpi Biswas as the
Company Secretary, Chief Financial Officer (Key Managerial Personnel) under the provisions of
Companies Act, 2013 and Compliance Officer under the terms of Regulation 6(1) of SEBI
(LODR) Regulations 2015, w.e.f. 03rd January, 2024.

LISTING OF SHARES:

The Shares of the Company continued to be listed on the Stock Exchange, Mumbai. The
Company has paid the annual listing fee for the financial year 2023-24.

The Equity Shares of the Company has the Electronic connectivity under ISIN No.
INE552H01015. To provide service to the Shareholders, the Company has appointed M/s. Adroit
Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road,

Marol Naka, Mumbai-400059 as Registrar and Transfer Agent of the Company for existing
physical based and allied Secretarial Services for its Members / Investors and for Electronic
Connectivity with NSDL and CDSL.

APPLICATION FOR VOLUNTARY DELISTING:

The members of the company, through a special resolution passed through Postal Ballot dated
21st December 2023, have approved the proposal for voluntary delisting. The status of the del-
-isting is currently under processing.

STATUTORY AUDITORS AND AUDITORS'' REPORT:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made
thereunder, the auditors of the Company M/s VMSS & Associates, Chartered Accountants,
Kolkata (Firm Reg. No. 328952E), were appointed at the Annual General Meeting of Financial
Year 2021-22 by the shareholders for a term of 05 (Five) Years commencing from the conclusion
ofthe 37th Annual General Meeting till the conclusion ofthe 42nd Annual General Meeting.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end ofthe financial year is
not applicable.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks
and Financial Institutions.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURT OR TRIBUNAL:

During the year under review, there are no orders passed by any authorities which impacts the
going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in the
design or operation was observed.

STATUTORY DISCLOSURES:

None of the Directors ofyour Company are disqualified as per the provisions of Section 164(2) of
the Companies Act, 2013. Your Directors have made necessary disclosures, as required, under
various provisions ofthe Companies Act, 2013 and SEBI LODR.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

No material changes / events affecting the financial position of the Company occurred between
the end ofthe financial year 31st March, 2024 till date ofthis report.

ACKNOWLEDGEMENT:

Your Directors are grateful to Bankers for their continued support, co-operation and assistance
during the year. Your Directors express their thanks for the sincere and dedicated efforts put in by
the workers, staff and officers during the year.

For and on behalf of the Board
Bajaj Global Ltd.

Registered Office:

Imambada Road,

Nagpur-440018

(Maharashtra)

Akshay Ranka Monal Malji

Place: Nagpur Director Director

Dated: 05/09/2024 (DIN: 00235788) (DIN: 00511813)

Reshimbagh Square, Plot No. 6 122, Sai Ankur, Ramdaspeth

Ranka Colony, Vakilpeth, Shankar Nagar,

Hanuman Nagar, Nagpur-440009 Nagpur-440010

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Mar 31, 2014

Dear Members,

The Directors present their Twenty Ninth Annual Report and Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 48,74,664/- The Directors propose to appropriate the same as under:

Profit / (Loss) Before Tax Rs. 48,74,664

Less: - Appropriations

Provision for Taxation

Current Tax Rs. 14,18,000

Deferred Tax Rs. 30,238 Rs. 14,48,238

Profit / (Loss) After Tax Rs. 34,26,426

ADD:- Balance Brought Forward Rs. 2,49,68,524 Rs. 2,49,68,524

Rs. 2,83,94,950

Transfer to Reserve Fund Rs. (6,71,000)

Contingent Provision Rs. 1,000 Rs. 6,72,000

BALANCE CARRIED FORWARD Rs. 2,77,22,950

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year under review.

WORKING & PERFORMANCE:

The performance of the Company was satisfactory during the year under review. Your Company plans to take the performance to the next level by adopting modern ways and hence your Directors are confident of achieving better working results in the coming years.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975; are required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as per the Companies (Disclosure Particulars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is no foreign exchange earning, outgo and expenditure.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account 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 a 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL COMPLIANCE CERTIFICATE:

T. S. PAHADE & ASSOCIATES, Company Secretaries, Nagpur has issued a Secretarial Compliance Certificate for the FY 2013-14 in terms of Proviso of Sub- Section (1) of Section 383(A) of the Companies Act 1956. The same has been received and attached to the Board Report.

DIRECTORS:

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

Apart from the above, there is no change as regard to the Directorship of the Company.

LISTING OF SHARES:

The Shares of the Company continued to be listed on the Stock Exchange, Mumbai and Madhya Pradesh. The Company has paid the annual listing fee for the financial year 2014-2015.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE553H01015. To provide service to the Shareholders, the Company has appointed M/ s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

AUDITORS:

M/s. B. Chhawchharia & Co., Chartered Accountants, Nagpur Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

In accordance with the Companies Act, 2013, it is proposed to re-appoint them from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting, subject to the approval of the shareholders.

AUDITOR''S REPORT:

The observations made by the Auditors are self-explanatory and does not require any clarification.

ACKNOWLEDGEMENT:

Your Directors are grateful to Bankers for their continued support, co-operation and assistance during the year. Your Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

For and on behalf of the Board

Registered Office: 254, Pandit Ravi Shankar Shukla Marg, Civil Lines, Nagpur-440 001

Akshay R. Ranka M. K. Sharma PLACE: NAGPUR. DIRECTOR DIRECTOR DATED: 11th August, 2014 (DIN : 00235788) (DIN : 00519575)

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Mar 31, 2013

The Directors present their Twenty Eighth Annual Report and Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of 47,03,883/- The Directors propose to appropriate the same as under:

Profit / (Loss) Before Tax 47,03,883

Less: - Appropriations Provisios for Taxation Current Tax 13,86,000

Deferred Tax 14,483 14,00,483

Prof it / (Loss) After Tax 33,03,400

ADD:- Balance Brought Forward 2,22,94,124 2,22,94,124

2,55,97,524 Transfer to Reserve Fund (6,61,000)

Contingent Provision 32,000 6,29,000

BALANCE CARRIED FORWARD 2,49,68,524

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year under review.

WORKING & PERFORMANCE:

The performance of the Company was satisfactory during the year under review. The Board of Directors are trying their best to further improve the performance of the Company and are hopeful of better working results in the coming year.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975; are required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as per Section 217 (1) (e) read with Companies (Disclosure Particulars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is no foreign exchange earning, outgo and expenditure.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Provision of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

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

b. The accounting policies have been consistently applied and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the Profit & Loss account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

T. S. PAHADE & ASSOCIATES, Company Secretary, Nagpur has issued a Secretarial Compliance Certificate dated 1st July, 2013 in terms of Proviso of Sub- Section (1) of Section 383(A) of the Companies Act 1956. The same has been received and attached to the Board Report.

DIRECTORS:

Shri Monal Malji, Director retires by rotation and being eligible, offers himself for re-appointment.

Apart from above, there is no change as regard to the Directorship of the Company.

LISTING OF SHARES:

The Shares of the Company continued to be listed on the Stock Exchange, Mumbai and Madhya Pradesh. The Company has paid the annual listing fee for the financial year 2013-2014.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE553H01015. To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any public deposit under Section 58A of the Companies Act, 1956.

AUDITORS:

M/s. B. Chhawchharia & Co., Chartered Accountants, Nagpur Statutory Auditors of the company retires at the conclusion of the ensuing Annual General

AUDITOR''S REPORT:

The observations made by the Auditors are self-explanatory and does not require any clarification.

ACKNOWLEDGEMENT:

The Directors are grateful to Bankers for their continued support, co-operation and assistance during the year. The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

For and on behalf of the Board

Registered Office:

254, Pandit Ravi Shankar

Shukla Marg, Civil Lines, Nagpur-440 001 Akshay R. Ranka M. K. Sharma

PLACE: NAGPUR. DIRECTOR DIRECTOR

DATED: 26th July, 2013

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Mar 31, 2011

The Directors present their Twenty Sixth Annual Report and Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 3,683,917.The Directors propose to appropriate the same as under:

Profit / (Loss) Before Tax Rs 3,683,917

Less: - Appropriations

Provision for Taxation

Current Tax Rs. 1,054,000

Deferred Tax Rs. 55,747

Tax Adjustments Rs. 24,072

Fringe Benefits Tax Rs. Nil

Rs. 1,133,819

Profit/(Loss) After Tax Rs. 2,55,098

ADD:-Balance Brought Forward Rs.19,040,051

Less: - Transfer to Reserve Fund Rs. 1,661,000

Contingent Provision towards Standard Assets Rs 93,000

BALANCE CARRIED FORWARD Rs.19,836,149

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year under review.

WORKING & PERFORMANCE:

The performance of the Company was satisfactory during the year under review. The Board of Directors are trying their best to further improve the performance of the Company and are hopeful of better working results in the coming year.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975; are required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with respect to conservation of energy and technology absorption as per Section 217 (l)(e) read with Companies (Disclosure Particulars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is no foreign exchange earning, outgo and expenditure.

DIRECTORS RESPONSIBILITY STATEMENT:

As per Provision of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

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

b The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the Profit & Loss account of the Company for the period .

c Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

T S. PAHADE & ASSOCIATES, Company Secretary, Nagpur has issued a Secretarial Compliance Certificate in terms of Proviso of Sub-Section (1) of Section 383(A) of the Companies Act 1956. The same has been received and attached to the Board Report.

DIRECTORS:

Shri M. K. Sharma, retires by rotation and being eligible, offers himself for re-appointment.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai and Madhya Pradesh. The Company has paid the annual listing fee for the financial year 2010-2011.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE553H01015. To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited, 1st Floor, 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai-400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any public deposit under Section 58A of the Companies Act, 1956.

AUDITORS:

Your Company has received resignation of Mr. Bankim V. Shah, Statutory auditors of the Company dated 12th July, 2011 stating that he was having other pre-occupations and it was not possible for him to continue as statutory auditor of the Company. Therefore, the Company has called for extra ordinary general meeting of members of the Company on 11 August, 2011 vide notice dated 13th July, 2011 and appointed M/s B. Chhawcharia & Co., Chartered Accountants, Nagpur as statutory auditors of the Company whose consent letter to act a auditor was received on 12th July, 2011.

In view of the aforesaid fact, the audit of accounts was done after 30 June, 2011.

M/s. B. Chhawchharia, Chartered Accountants, Nagpur auditors of the company retires at the conclusion of the ensuing meeting and are eligible for re-appointment.

AUDITOR'S REPORT:

The observations made by the Auditors are self-explanatory and does not require any clarification.

ACKNOWLEDGEMENT:

The Directors are grateful to Bankers for their continued support, co-operation and assistance during the year. The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

For and on behalf of the Board

Registered Office:

254, Pandit Ravi Shankar Shukla Marg,

Civil Lines, Nagpur-440 001 Akshay R. Ranka M. K. Sharma

PLACE: NAGPUR. DIRECTOR DIRECTOR

DATED: 12th August, 2011

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Mar 31, 2010

The Directors present their Twenty Fifth Annual Report and Audited Statement of Accounts for the year ended 31st March 2010.

Financial Results:

The accounts for the year under review reflect a profit of Rs. 3,194,334. The Directors propose to appropriate the same as under:

Profit/ Loss Before Tax Rs. 3,194,334

Less: - Appropriations

Provision for Taxation

Current Tax Rs. 874,000

Deferred Tax Rs. 32,238

Excess/(Short) Provision Rs. 2,541 for Tax

Fringe Benefits Tax Rs. NIL Rs. 908,779

Profit / (Loss). After Tax Rs. 2,285,555

ADD:- Balance Brought Forward Rs. 16,750,945 Excess Provision for Tax Rs. 3,551

BALANCE CARRIED FORWARD Rs. 19,040,051

DIVIDEND:

The Directors regret their inability to recommend any dividend for the year under review.

WORKING & PERFORMANCE:

The performance of the Company was satisfactory during the year under review. The Board of Directors are trying their best to further improve the performance of the Company and are hopeful of better working results in the coming year.

PARTICULARS OF EMPLOYEES:

There is no employee in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975: are required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT:

Your Directors are of the opinion that with the respect to conservation of energy and technology absorption as per Section 217(1)(e) read with Companies (Disclosure Particulars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not requires to be given.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there is ni foreign exchange earning, outgo and expenditure.

DIRECTORS RESPONSIBILTY STATEMENT:

As per Provision of Section 217(2AA) of the Companies Act, 1956, the Director confirm that:

c. In the preparation of annual acounts, the applicable accounting standars have been followed along with proper explanation relating to material departures.

d. The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as givea true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Profit & Loss account of the Company for the period.

e. Proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the COmpanies At, 1956 has een taken for safeguarding the assets of the Company and for preventing and for detecting fraud and other irregularities.

f. The annual accounts have been prepared on a going concern basis.

SECRETRIAL COMPLIANCE CERTIFICATE:

M/S T.S. PAHADE & ASSOCIATES, Company Secretary, Nagpur has issued a Secretrial Compliance Certificate in terms of Proviso of Sub- Section(1) of Section 383(A) of the Companies Act 1956. The same has been received and attached to the Board Report.

Directors:

Shri Monal Malji, retries by rotation and being eligible, offers himself for re-appointment.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai ans Madhya Pradesh. The Company has paid annual listing fee for the financial year 2010-2011.

The Equity Shares of the Company has the Electronic connectivity under ISIN no. INE553H01015. To provide service to the Shareholders, the Company has appointed M/s. Adroit Corporate Private Limited, 1st Floor,19 Jaferbhoy Industrial Estate, Makwan Road, Marol Road, MArol Naka, Mumbai-400059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretrial Services for its Members/ Investors and for Electronic Connectivity with NSDL and CSDL.

PUBLIC DEPOSITS:

During the period under reciew, the Company has not accepted any public deposit under Section 58 A of the Companis ACT, 1956.

AUDITORS:

M/s. Bankim V. Shah, Chartered Accountants, Mumbai auditors of the company retire at the conclusion of the ensuing meeting are eligible for re-appointment.

AUDITORS REPORT:

The observations made by the Auditors are self-explanatory and does not require any clarification.

ACKNOWLEDGEMENT:

The Directors are grateful to Bankers for their continue support, co-operation and assistance during the year. The Directors express their thanks for the sincere and dedicated efforts put in by the workrs, staff and officers during the year.

For and behalf of the Board

Akshay R. Ranka M.K. Sharma DIRECTOR DIRECTOR

Registered Office:

254, Pandit Ravi Shankar Shukla Marg, Civil Lines, Nagpur-440001

PLACE: NAGPUR. DATED: 4th September,2010

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Mar 31, 2009

The Directors present their Twenty Fourth Annual Report and Audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS:

The accounts for the year under review reflect a profit of Rs. 2,566,277. The Directors propose to appropriate the same as under:

Profit/(Loss) for the year Rs. 2,566,277

Add: Balance brought forward Rs. 15,000,548

Excess Provision for tax Rs. 548

Rs. 17,567.409

Less : Provision for Taxation

Current Tax Rs. 7,31,000

Deferred Tax Rs. 30,525

Short Provision for Taxation Rs. 40,939 Fringe Benefits Tax Rs. 14,000 Rs. 816,464

Balance carried to Balance Sheet Rs. 16,750,945

WORKING AND FUTURE PROSPECTS:

The performance of the Company was satisfactory during the year under review. The Board of Directors are trying their best to further improve the performance of the Company and are hopeful of better working results in forthcoming years.

DIVIDEND:

Directors regret their inability to recommend any dividend for the year under review.

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

Your Directors are of the opinion that particulars with respect to conservation of energy and technology absorption as per Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given. There has been no foreign exchange earnings or outgo during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that:

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

b. The accounting policies have been consistently applied and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31" March, 2009 and the Profit and Loss Account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

M/s. V. Rar.iachandran, Company Secretary, Nagpur has issued a Secretarial Compliance Certificate in terms of Proviso of Sub-Section (1) of Section 383(A) of the Companies Act, 1956. The same has been received and attached to the Board Report.

PARTICULARS OF EMPLOYEES,:

There is no employee in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 are required to be given.

DIRECTORS:

Shri Akshay Ranka, retires by rotation and being eligible, offers himself for re-appointment.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai and Madhya Pradesh The Company has paid the annual listing fee for the financial year 2009-10.

The Equity Shares of the Company has the Electronic connectivity under ISIN No. INE553H01015. To provide services to the Shareholders, the Company has appointed M/s. Adroit Corporate Services Private Limited 1st Floor, 19/20, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Mumbai - 400 059 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

PUBLIC DEPOSITS:

During the period under review, the Company has not accepted any public deposits under > Section 56A of the Companies Act, 1956.

AUDITORS REPORT

The observations made by the Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Accounts.

AUDITORS:

M/s. Bankim V. Shah, Chartered Accountants, Mumbai auditors of the Company retire at the conclusion of the ensuing meeting and are eligible for re-appointment.

ACKNOWLEDGEMENTS:

The Directors are grateful to the Bankers for their continued co-operation and assistance during the year. The Directors express their thanks for the sincere & dedicated efforts put in by all the employees during the year.

For and on behalf of the Board

Place: NAGPUR AKSHAY R.RANKA MONALMAUI

Dated: 04.09.2009 DIRECTOR DIRECTOR