CDG Petchem Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 14^th Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2025.

1. SUMMARY OF FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2025, is summarized below

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	898.73	1539.98	2309.97	4052.75
Other income	7.20	67.83	17.49	73.73
Profit Before Interest, Depreciation & Tax	(45.73)	1591.86	(26.47)	92.00
Interest	41.40	96.38	65.65	131.48
Depreciation	8.61	14.62	13.75	19.88
Profit before Tax	(95.74)	(95.05)	(105.87)	(59.37)
Current Tax	-	-		-
Deferred Tax	10.00	(3.41)	9.27	(4.08)
Income Tax relating to previous year	-	-	-	-
MAT credit Entitlement	-	-	-	-
Total Tax Expense	10.00	(3.41)	9.27	(4.08)
Net Profit/(Loss) for the period after tax	(105.75)	(91.64)	(115.14)	(55.29)
Number of shares	30,77,500	30,77,500	30,77,500	30,77,500
Earnings per share	(3.44)	(2.98)	(3.74)	(1.8)

Standalone:

Your Company''s standalone revenue from operations for the year reduced to Rs. 898.73 Lakhs from Rs. 1539.98 Lakhs
last year registering a downfall of 42%. The net loss for the year was Rs. 105.75 Lakhs as against Rs. 91.64 Lakhs in the
previous year.

Consolidation:

Your Company''s consolidated revenue from operations for the year reduced to Rs. 2309.97 Lakhs from Rs. 4052.75 Lakhs
last year registering a downfall of 43%. The net loss for the year was Rs.115.14 Lakhs as against Rs. 55.29 Lakhs in the
previous year. During the year under review, there is no change in the nature of the business of the Company. The affairs
of the Company are conducted in accordance with the accepted business practices and within the purview of the
applicable legislation.

2. Outlook for the current year

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the
dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the
Company is also taking measures to keep the operating cost low wherever possible.

3. Dividend

The Board, in view of conserving the financial resources and the risk of business, has not recommended any dividend for
the year.

4. Transfer of unclaimed dividend to investor education and protection fund

During the past 7 years, your Company has not declared dividend keeping new the company resource requirement,
hence, there is no unclaimed dividend and its requirement to transfer to IEPF.

5. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred
between the end of the Financial Year 2024-2025 of the Company.

Post financial year and as on date of this report the Company has allotted 61,58,000 Equity Shares of Rs.10/- each on
Private Placement basis on 14th June, 2025. The Company received listing approval on 03^rd July, 2025 and trading
approval on 24^th July, 2025 for the said allotment.

The Company has allotted 7,64,500 convertible warrants of Rs.10/- each on Private Placement basis on 14^th June, 2025.

In a strategic move to optimize resources and enhance long-term profitability, the Board of Directors of CDG Petchem
Limited has decided to change the nature of business to Transportation activities pursuant to Special Resolution passed
at Extra ordinary General Meeting held on 07^th May, 2025.

6. Transfer to reserves

The Directors propose to transfer an amount of Rs.105.75 Lakhs to the general reserve.

7. Directors and Key Managerial Personnel

During the year under review, there were no changes in the Board of Directors of the Company. In accordance with
provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Manoj Kumar Dugar
(DIN: 00352733), is liable to retire by rotation at the ensuing 14^th Annual General Meeting and being eligible, offers
himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Listing
Regulations, Act and Secretarial Standards are included in the notice of the 14 ^th Annual General Meeting forming part of
this Annual Report

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of
the Company as of March 31, 2025:

Mr. Manoj Kumar Dugar	Managing Director
Mr. NikhilAgarwal	Chief Financial Officer
Ms. Alankritha Bommakanti	Company Secretary (Resigned on 11.06.2025)

8. Auditors

a) Statutory Auditors

M/s. S. Bhalotia & Associates, Chartered Accountants (FRN 325040E) Statutory Auditors of the Company retire at the
ensuing Annual General Meeting.

The Board at their meeting held on 05.09.2025 have appointed M/s. Rakesh Mehru & Co, Chartered Accountants (ICAI
Reg. No. 011715N) as Statutory Auditors of the Company subject to the approval of members for a period of Five (5)
years from the conclusion of ensuing Annual General Meeting to till the conclusion of 19 ^th Annual General Meeting.

b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Badal Jain & Co,
Chartered Accountants, as the Internal Auditors of your Company for FY 2024-25. The Internal Auditors have submitted
their reports.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and
therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

c) Secretarial Auditors

The Board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in Practice, to carry the Secretarial
Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2024-25. The Report of the
Secretarial Auditor is annexed to this report as Annexure VII.

Observations	Management response
There was a delay in filing of forms MGT 14 and AOC 4 during the year.	Due to MCA technical glitches we are not able to register the director digital signature in MCA Portal and continuous errors of registration of DSC of directors. Hence, the delay caused. The delay is purely unintentional and was beyond control.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee
and/or Board under Section 143(12) of the Act and the Rules made there under.

9. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations
and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S.
Ramkumar & Associates, Company Secretaries were engaged to issue the same.

10. Board and its Committees

i. Independent Directors and their declaration of independence:

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/
disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors
are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

• Mr. Manoj Kumar Baid (DIN: 10163335);

• Mr. Arvind Surana (DIN: 00220367)

• Mr. Manoj Kumar (DIN: 02725357);

Each Independent Director has confirmed to the Company that they met the criteria of independence as provided in Section
149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which
may affect their status as an Independent Director during the year, which had been considered and taken on record by the
Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs
(IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent
Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under
the Act and the Rules made thereunder.

Meeting of Independent Directors

The details of the separate meeting of the Independent Directors are reported in the Corporate Governance Report, which
forms part of the Board''s Report.

ii. Number of Board Meetings

During the year, five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the
provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate
Governance Report forming an integral part of this annual report. The maximum time gap between any two consecutive
meetings was within the period prescribed under the Act and Listing Regulations. None of the Directors are disqualified under
Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of Listing Regulations forms an
integral part of the Corporate Governance Report.

iii. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board constituted the
following sub-committees

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders Relationship Committee;

Evaluation of the Board''s performance: As per provisions of the Act, and Regulation 17(10) of the Listing Regulations, an
evaluation of the performance of the board, its committees and members were undertaken. The detail of the same forms an
integral part of the Corporate Governance Report.

iv. Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of
the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

During the year under review, the Audit Committee had met 4 times. The constitution of committee is hereunder:

Mr. Manoj Kumar - Chairperson

Mr. Manoj Kumar Dugar - Member

Mr. Manoj Kumar Baid - Member

None of the recommendations made by the Audit Committee were rejected by the Board.

The details of the Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders
Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

v. Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various
aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding
the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed
their satisfaction with the evaluation process.

11. Policy on director''s and key managerial personnel appointment & remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that
Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide
criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy
relating to the remuneration for the directors and key managerial personnel. Policy is available at www.procurepoint.in

12. Vigil mechanism / whistle blower policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the
Policy are explained in the Corporate Governance Report and also posted on the website of the Company

i.e.,www.procurepoint.in

13. Risk management policy

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented
the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Company''s
approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for
mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board.
The details of the Policy is available on the website of the Company i.e.,www.procurepoint.in

14. Management discussion and analysis report

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral
part of this report as Annexure -I.

15. Annual return

Pursuant to Section 134(3) of the Companies Act, 2013, copy of the annual return shall be hosted at the website of the
company i.e. www.procurepoint.in

16. Corporate governance report

The Company is committed to good Corporate Governance and best corporate practices. A report on Corporate Governance
for the year ended March 31, 2025 along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries
regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of
the Annual Report as Annexure -II

17. Corporate social responsibility (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

18. Related party transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the
ordinary course of business. During the financial year 2024-25, there were no materially significant transactions with the
related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules,
2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the
Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in Form AOC - 2, as provided as Annexure-III, which forms in integral part of this Annual
Report.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at
www.procurepoint.in

19. Directors'' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief
and according to the information and explanation obtained by them,

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

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied
consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of
the state of affairs of the company at the end of the Financial Year 2024-25 and of the profit or loss of the Company
for that period;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts for the year 2024-25 have been prepared on a going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

20. Information about Subsidiary / Joint Ventures / Associate Companies
Subsidiary Company

Morbido Merchandise Private Limited, a subsidiary of the Company, reported Net revenue of Rs. 1,421.53 lakhs with a loss of
Rs.9.39 Lakhs for the financial year ended March 31, 2025.

However, Morbido Merchandise Private Limited ceased to be the subsidiary of the Company w.e.f 05.07.2025.

21. Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013, (''the Act''), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and applicable Accounting Standards, the audited
consolidated financial statements (CFS) of the company for the financial year 2024-25, together with Auditors Report
thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the
subsidiaries, associates and joint ventures in the prescribed Form AOC-1 is enclosed as "Annexure-IV" to this report.

22. Internal control systems & their adequacy

The Company is committed to ensuring an effective Internal Control System and Internal Control Environment that will
help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Company''s assets and efficiency
of operations. The Company has an internal control system and mechanism which is commensurate with the size and
complexity of business and aligned with evolving business needs.

The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013 and has covered major
processes commensurate with size of the business operations. Controls have been established at the entity level and
process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and
appropriate recording and reporting of financial and operational information.

23. Prevention of sexual harassment policy

The Company''s policy on prevention of sexual harassment of women provides for the protection of women employees at
the work place and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''PoSH Act'') and Rules framed thereunder.

Number of Complaints received : 0

Number of Complaints disposed : 0

Number of cases pending for more than 90 days : 0

24. COMPLIANCE OF PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of Maternity Benefit Act, 1961.

25. Other Disclosures:

1. Share Capital: Authorised share capital of the Company as of March 31, 2025, stood at Rs.5.00 crores comprising
50,00,000 equity shares of Rs.10 each.

The paid-up share capital of the Company as of March 31, 2025 stood at Rs. 3.07 Crores (Rupees Three Crores Seven Lakhs
Seventy Five Thousand Only) divided into 30,77,500 equity shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights, employee stock options
and sweat equity shares.

However post financial year,

• The Authorised Share Capital of the Company increases from Rs.5.00 crores to Rs.10.00 crores at EGM held on 07^th
May, 2025.

• The Paid-up share capital of the Company increases from Rs.3.07 crores to Rs.9.23 crores via allotment of 61,58,000
Equity Shares of Rs.10/- each on Private Placement basis on 14^th June, 2025.

The Equity Shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the years 2024& 2025 have
been paid in due time.

2. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits
as of March 31, 2025.

3. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013,
during the year under review and hence the said provisions are not applicable.

4. Significant and material orders passed by the regulators or courts

The Company has received the waiver of fines imposed by the Stock Exchange on various non compliances under SEBI
regulations. The Company paid the fine imposed as per the directions of the authority.

5. Compliance with Secretarial standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the
Board of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government

6. Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to conversation of energy, Technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under the act are provided in Annexure-VI to the Board Report.

7. Particulars of employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V, which forms an integral part of this
Annual Report.

8. Maintenance of cost records

Maintenance of Cost records is not applicable to the Company.

9. Human resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes
utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work
environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the
driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

10. Payment of sitting fee

During the year under review, your Company has not paid any amount of Sitting Fees to its Directors for attending the Board
meetings.

11. Directors Appointment and Remuneration including other matters provided under Section 178(1) of Companies Act
2013.

This section is not applicable to your company. During the period under review Appointment and Remuneration including
other matters under section 178(1) is taken care by Board of Directors of the Company.

12. Reconciliation of Share Capital Audit

As required by the Listing Regulations, a quarterly audit of the Company''s Share Capital is being carried out by an
Independent Practicing Company Secretary with a view to reconcile the total share capital, admitted with NSDL and CDSL
and held in physical form, with the issued and listed capital. The Practicing Company Secretary''s certificate in regard to th e
same is submitted to BSE and is also placed before the Board of Directors.

13. Details of difference between amount of the valuation done at the time of One Time Settlement and the valuation
done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

14. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under
IBC, 2016

26. Acknowledgments

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers
and other business associates for the excellent support and co-operation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State
Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was
made possible by their hard work, solidarity, co-operation and support.

By Order of Board of Directors

Sd/- Sd/-

Manoj Kumar Dugar Rajesh ChandanmalDugar

Place: Hyderabad Managing Director Director

Date: 05.09.2025 DIN : 00352733 DIN : 00730059

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Mar 31, 2024

Your directors have pleasure in presenting the 13^th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

1. SUMMARY OF FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2024, is summarized below

(Rs. In Lakhs)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1539.98	2381.26	4052.75	5085.36
Other income	67.83	22.81	73.73	45.56
Profit Before Interest, Depreciation & Tax	1591.86	2355.92	4034.49	5010.08
Interest	96.38	70.24	131.48	134.88
Depreciation	14.62	22.30	19.88	27.54
Profit before Tax	(95.05)	(44.39)	(59.37)	(41.58)
Current Tax	-	-	-	-
Deferred Tax	(3.41)	(2.96)	(4.08)	(3.51)
Income Tax relating to previous year	-	-	-	-
MAT credit Entitlement	-	-	-
Total Tax Expense	(3.41)	(2.96)	(4.08)	(3.51)
Net Profit/(Loss) for the period after tax	(91.64)	(41.42)	(55.29)	(38.07)
Number of shares	30,77,500	30,77,500	30,77,500	30,77,500
Earnings per share	(2.98)	(1.35)	(1.8)	(1.24)

Standalone:

Your Company''s standalone revenue from operations for the year turn down to Rs.1539.98 Lakhs from Rs.2381.26 Lakhs previous year registering a downfall of 35.32%. The net loss for the year stood at Rs. 91.64 Lakhs as against Rs. 41.42 Lakhs in the previous year.

Consolidation:

Your Company''s consolidated revenue from operations for the year turn down to Rs. 4052.75 Lakhs from Rs.5085.36 Lakhs previous year registering a downfall of 20.30%. The net loss for the year stood at Rs.55.29 Lakhs as against Rs.38.07 Lakhs in the previous year. During the year under review, there is no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislation.

2. Outlook for the current year

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

3. Dividend

The Board, in view of conserving the financial resources and the risk of business, has not recommended any dividend for the year.

4. Transfer of unclaimed dividend to investor education and protection fund

During the past 7 years, your Company has not declared dividend keeping new the company resource requirement, hence, there is no unclaimed dividend and its requirement to transfer to IEPF.

5. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2023-24 of the Company and the date of the report except closure of unit mentioned hereunder:

Closure of Business Unit

In a strategic move to optimize resources and enhance long-term profitability, the Board of Directors of CDG Petchem Limited has decided to cease operations in its PE Wax and Polymer Trading businesses. This decision comes as a result of a comprehensive evaluation of market dynamics and the company''s performance in these sectors.

PE Wax Business:

The escalation of the Russian-Ukraine conflict has significantly disrupted the petrochemical market, leading to unpredictable fluctuations in supply and demand. Additionally, the company faced challenges with sourcing raw wax, particularly from refineries like Opal and Haldia, which transitioned to refining and distributing wax directly to the market. Also the import of Raw PE WAX got effected as it is impossible to have control over the quality consistency of the material being imported. Hence the Board concluded that the PE Wax business has become non-operative and does not align with the company''s long-term strategic goals. Furthermore, continued operation in this sector was deemed detrimental to the company''s financial health.

Polymer Trading Business:

Despite being engaged in petrochemical trading, the Polymer Trading segment has become unproductive significantly has reduced its contribution to the company''s profitability over the past two years. The Board''s evaluation revealed that the business lacked the potential for substantial growth and did not offer a competitive advantage. As a result, the Board decided to gradually phase out operations in this segment with the intention of eventual closure.

Future Direction:

In light of the closure of these ventures, the Board is actively seeking new avenues for growth and profitability. To this end, a team of advisors comprising board members will be formed to explore opportunities for launching new businesses, acquiring established ventures, or making strategic investments. The primary objective is to identify lucrative and sustainable ventures that will maximize shareholder value and position the company for long-term success.

Conclusion:

The decision to close CDG Petchem''s PE Wax and Polymer Trading businesses reflects the company''s commitment to adaptability and strategic foresight. By divesting from non-performing segments and redirecting resources towards more promising opportunities, the company aims to enhance its competitiveness and create value for its shareholders in the evolving market landscape.

6. Transfer to reserves

The Directors propose to transfer an amount of Rs.91.64 Lakhs to the general reserve.

7. Directors and Key Managerial Personnel

The following were the changes to the Board of Directors of the Company.

S. No.	Name	Date of Change	Change
1.	Mr.Dilip Kumar Surana	19th May,2023	Cessation as an Independent Director
2.	Mr. Manoj Kumar Baid	19th May,2023	Appointment as Additional Director designated as Independent Director
3.	Mr. Manoj Kumar Baid	19th August, 2023	Appointed as Independent Director w.e.f. 19th May, 2023 in Annual General Meeting

In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Rajesh Chandanmal Dugar (DIN:00730059), is liable to retire by rotation at the ensuing 13th Annual General Meeting and being eligible, offers himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Listing Regulations, Act and Secretarial Standards are included in the notice of the 13th Annual General Meeting forming part of this Annual Report

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as of March 31, 2024:

Mr. Manoj Kumar Dugar	Managing Director
Mr. Nikhil Agarwal	Chief Financial Officer
Ms.Purva Palshikar	Company Secretary

8. Auditorsa) Statutory Auditors

M/s. S. Bhalotia & Associates, Chartered Accountants (FRN 325040E) Statutory Auditors of the Company has issued an unmodified Auditor''s Report (Standalone & Consolidated) for Financial Year ended March 31, 2024, and have not reported any matter under Section 143 (12) of the Act, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firm Reg No. 325040E), Statutory Auditors were re-appointed as Statutory Auditors of the Company at 9^th Annual General meeting for a period of Five(5) years and shall hold office till the 14th Annual General meeting.

b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Badal Jain & Co, Chartered Accountants, as the Internal Auditors of your Company for FY 2023-24. The Internal Auditors have submitted their reports.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

c) Secretarial Auditors

The Board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2023-24. The Report of the Secretarial Auditor is annexed to this report as Annexure VII.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made there under.

9. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 is not applicable to the Company as the Company claimed exemption under Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Board and its Committeesi. Independent Directors and their declaration of independence:

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

• Mr. Manoj Kumar Baid (DIN: 10163335)• Mr. Arvind Surana (DIN: 00220367)• Mr. Manoj Kumar (DIN: 02725357)

Each Independent Director has confirmed to the Company that they met the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

Familiarization Programme for Independent Directors

All new Independent Directors (IDs) inducted into the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board constitution and its procedures. A policy on familiarization program for IDs has also been adopted by the Company. Policy for familiarisation of Independent Directors is available at www.procurepoint.in

Meeting of Independent Directors

The details of the separate meeting of the Independent Directors are reported in the Corporate Governance Report, which forms part of the Board''s Report.

11. Number of Board Meetings

During the year, five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Act and Listing Regulations. None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of Listing Regulations forms an integral part of the Corporate Governance Report.

iii. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board constituted the following sub-committees

• Audit Committee;• Nomination & Remuneration Committee;• Stakeholders Relationship Committee;

Evaluation of the Board''s performance: As per provisions of the Act, and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the board, its committees and members were undertaken. The detail of the same forms an integral part of the Corporate Governance Report.

iv. Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

During the year under review, the Audit Committee had met 4 times. Committee was reconstituted in the board meeting held on 19^thMay, 2023. New Committee as on 31.03.2024 is hereunder:

Mr. Manoj Kumar - ChairpersonMr. Manoj Kumar Dugar - MemberMr. Manoj Kumar Baid - Member

None of the recommendations made by the Audit Committee were rejected by the Board.

The details of the Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Board''s Report.

v. Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

11. Policy on director''s and key managerial personnel appointment & remuneration:

Your company adopted the policy on Director''s Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.procurepoint.in.

12. Vigil mechanism / whistle blower policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e., www.procurepoint.in

13. Risk management policy

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. The details of the Policy is available on the website of the Company i.e., www.procurepoint.in

14. Management discussion and analysis report

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

15. Annual return

Pursuant to Section 134(3) of the Companies Act, 2013, copy of the annual return shall be hosted at the website of the company i.e. www.procurepoint.in

16. Corporate governance report

The Company is committed to good Corporate Governance and best corporate practices. A report on Corporate Governance for the year ended March 31, 2024 along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure -II

17. Corporate social responsibility (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

18. Related party transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant transactions with the related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Form AOC - 2, as provided as Annexure III, which forms in integral part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.procurepoint.in

19. Directors'' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

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

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 2023-24 and of the profit or loss of the Company for that period;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts for the year 2023-24 have been prepared on a going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. Information about Subsidiary / Joint Ventures / Associate Companies Subsidiary Company

Morbido Merchandise Private Limited, a subsidiary of the Company, reported Net revenue of Rs. 2581.51 lakhs with a profit of Rs. 37.35 Lakhs for the financial year ended March 31, 2024.

21. Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013, (''the Act''), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and applicable Accounting Standards, the audited consolidated financial statements (CFS) of the company for the financial year 2023-24, together with Auditors Report thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures in the prescribed Form AOC-1 is enclosed as "Annexure-IV" to this report.

During the year under review, no company has become or ceased as Subsidiary / Joint Venture / Associate Companies.

22. Internal control systems & their adequacy

The Company is committed to ensuring an effective Internal Control System and Internal Control Environment that will help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Company''s assets and efficiency of operations. The Company has an internal control system and mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs.

The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013 and has covered major processes commensurate with size of the business operations. Controls have been established at the entity level and process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and appropriate recording and reporting of financial and operational information.

23. Prevention of sexual harassment policy

The Company has in place a policy on the prevention of sexual harassment and has constituted an Internal Committee in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. During the year, no complaint was received by Committee. There are no outstanding complaints as on March 31, 2024.

24. Other Disclosures:

1. Share Capital: Authorised share capital of the Company as of March 31, 2024, stood at Rs.5.00 crores comprising 50,00,000 equity shares of Rs.10 each.

The paid-up share capital of the Company as on date of balance sheet is Rs. 3.07 Crores (Rupees Three Crores Seven Lakhs Seventy Five Thousand Only) divided into 30,77,500 equity shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

The Equity Shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the years 2024& 2025 have been paid in due time.

2. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as of March 31, 2024.

3. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provisions are not applicable.

4. Significant and material orders passed by the regulators or courts

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

5. Compliance with Secretarial standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the Board of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government

6. Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to conversation of energy, Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the act are provided in Annexure-VI to the Board Report.

7. Particulars of employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V, which forms an integral part of this Annual Report.

8. Maintenance of cost records

Maintenance of Cost records is not applicable to the Company.

9. Human resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

10. ESOP & Sweat Equity Shares:

During the year under review, your Company has not issued any share under Employee Stock Options scheme or as Sweat equity shares to it Employees, Key Managerial Persons.

11. Payment of sitting fee

During the year under review, your Company has not paid any amount of Sitting Fees to its Directors for attending the Board meetings.

12. Directors Appointment and Remuneration including other matters provided under Section 178(1) of Companies Act 2013.

This section is not applicable to your company. During the period under review Appointment and Remuneration including other matters under section 178(1) is taken care by Board of Directors of the Company.

13. Familiarisation Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the Director under the Act and relevant Regulations of Listing Regulations are given and explained to a new Director.

14. Reconciliation of Share Capital Audit

As required by the Listing Regulations, a quarterly audit of the Company''s Share Capital is being carried out by an Independent Practicing Company Secretary with a view to reconcile the total share capital, admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary''s certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors.

15. Details of difference between amount of the valuation done at the time of One Time Settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

16. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

17. Acknowledgments

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.

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Mar 31, 2015

Dear Members,

The Directors are pleased to present herewith the 4th Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2015.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2015 as compared with the previous year are as under:

(Rs. In Lakhs)

S.No Particulars For the Year For the Year 2014-15 2013-14

a. Sales 414.42 427.76

b. Profitbeforelnterest,Depreciation& 22.55 16.19 Tax

c. Less: Interest 0.01 0.61

d. Less: Depreciation 17.30 23.20

e. Profit before Tax 5.24 (7.62)

T Less: Tax 4.00 (0.07)

g. Add: Deferred Tax (2.20) (0.47)

h. Net Loss (0.96) (8.16)

During the year under review the company has achieved a turnover of Rs. 414.42 lakhs as against Rs. 427.76 lakhs in the previous year. During the Year the company incurred a Net profit before tax of Rs. 5.24 lakhs as against a loss of Rs. 7.62 lakhs in the previous year.

2. Dividend

In view of the losses, no dividend was recommended.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public and no amount of principal or interest on public deposits was outstanding as on the balance sheet date within the meaning of section 73 and section 74(1) of the Companies Act, 2013 and Rule 2(c) of Companies (Acceptance of Deposits) Rules, 2014.

4. Transfer to Reserves

No amount was transferred to the Reserves for the year ending 31.03.2015.

5. Board of Directors

Relevant information on composition of the Board and number of meetings is provided in 'Board of Directors' section of Corporate Governance Report which forms part of this Annual Report.

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company Shri. Niraj Goel, Managing Director and Shri.Pankaj Goel, Director retires by rotation and offers themselves for re-appointment. Your Board of Directors recommends their re-appointment. Their brief profile has been provided elsewhere in this Annual Report.

During the year, Smt. Manju Goel (DIN : 00014207) has been appointed as an Additional Director in the capacity of a Non-Executive, Non Independent, Women Director. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Smt. Manju Goel shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering her experience and expertise, your Board recommends her appointment as Women Director of the Company.

Further, Shri Vijay Sushil Kumar Surana (DIN: 02588337), Shri Dilip Kumar Surana (DIN: 02849536) and Shri Manoj Kumar (DIN: 02725357) have been appointed as Additional Directors of the Company in the capacity of Independent Director. These Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. Considering their varied experience and expertise, your Board recommends their appointment as Independent Directors of the Company for a consecutive period of 5 years.

Their brief profile has been provided elsewhere in this Annual Report.

Statement on Declaration given by Independent Directors undersub-Section (6) of Section 149

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6).

6. Evaluation of the Board's Performance.

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board and of its Committees was carried out during the year under review. More details on the same is in the Corporate Governance Report.

7. Familiarization Program for Independent Directors

The company has formulated a familiarization program for the Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company.

8. Nomination and Remuneration Policy

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Corporate Governance Report..

9. Director's Responsibility Statement

In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have 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 of the Company for the year under review.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the accounts for the financial yearended 31st March 2015 on a 'going concern basis'.

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

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 efficiently.

10. Auditors

a) Statutory Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, Hyderabad (Firm Reg. No. 01882S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your company has received intimation to the effect that, proposed re- appointment, if made would be within the prescribed limit under Section 141 of the Companies Act 2013 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed.

The Board based on the recommendation of the Audit Committee, recommend the appointment of M/s. Luharuka & Associates, Chartered Accountants as Statutory Auditors of the Company.

The Auditors' Report to the Shareholders for the year under review does not contain any Qualifications.

b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed Suresh Chand Agarwal, Chartered Accountant, as the Internal Auditor of your Company. The Internal Auditor is submitting his reports on quarterly basis.

c) Secretarial Auditors

The Board has appointed M/s.A.S Ram Kumar & Associates, Company Secretary in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as Annexure-A.

11. Particulars of Employees

No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has around 50 employees, as permanent employees on the roll of the Company.

12. Corporate Governance

As per revised Clause 49 of the Listing Agreement on Corporate Governance, the company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance under the Listing Agreement, along with a certificate from the auditors confirming the compliance, forms part of this Report.

13. Risk Management Policy

The company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are due to stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations in prices as well as availability of raw materials.

14. Management Discussion and Analysis Report

Pursuant to the provisions of Clause 49 of Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as Annexure B to this report

15. Whistle Blower Policy

The company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behavior, fraud, violation of Company's Code of Conduct. None of the personnel has been denied access to the Audit Committee.

16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel

The company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel.

17. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:

a) No. of Complaints Received : NIL

b) No. of Complaints Disposed off : NIL

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 134 read with Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act, 2013 are given in the Annexure C, forming a part of this Report.

19. Disclosures under the Companies Act, 2013

i. Extract of Annual Return

An Extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure D to this Report.

ii. Number of Board Meetings

The Board of Directors met Five (5) times during the year 2014-15. The details of Board Meeting and attendance of Directors is provided in the Corporate Governance Report.

iii. Change in Share Capital

There was no change in Share Capital during the year 2014-15.

iv. Composition of Audit Committee

The Board has constituted the Audit Committee which comprises of Shri. PVR lyyengar, as the Chairman, Shri Manoj Kumar Dugar and Shri. Sandeep Gupta as the members of the committee. More details on the Committee are given in the Corporate Governance Report, forming a part of this Report.

v. Related Party Transactions

All Related Party Transactions are entered on Arm's Length basis and are in compliance with the Companies Act, 2013 and the Listing Agreement.

There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and the Board. Approval is obtained for transactions which are foreseeable and repetitive in nature. Astatement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

vi. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013

No Loans/Guarantees/ Investments under section 186 of Companies Act, 2013 have been made during the year 2014-15.

20. Significant and Material Orders passed by the Regulators or Courts

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

21. Human Resource

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and the work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the company's vision. Your company appreciates the dedication of its employees.

22. Acknowledgements

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company's Bankers. Your Director's also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board

Sd/- Sd/- Pankaj Goel Niraj Goel Place : Secunderabad Director Managing Director Date : 10.08.2015 (DIN 00010059) (DIN 00278413)

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Mar 31, 2014

Dear Members,

We are delegated to present the report on our business operation for the year ended 31st March 2014.

1. Financial Results of our Operations Rs. in Lakhs

S. Particulars For the year For the year No 2013-14 2012-13

a. Sales 427.76 341.29

b. Profit before Interest, Depreciation & Tax 15.58 10.10

c. Less: Interest 0.61 0.02

d. Less: Depreciation 23.20 22.39

e. Profit before Tax (7.01) (12.28)

f. Less: Provision for Income Tax 0 0.00

g. Add: Deferred Tax 0.47 0.23

h. Net Profit/loss (8.61) (12.51)

Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

2. Fixed Deposits

The Company has not accepted any fixed deposits from the public.

3. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure - A.

4. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Mr.Pankaj Goel and Mr.Raja Goel, Directors retire by rotation and being eligible offer themselves for re-appointment.

The Company has received declarations from all the Independent Directors of the company conforming that they meet the criteria of Independence as prescribed both under section 149(6) of companies Act, 2013 and under clause 49A of the listing agreement with the stock exchange.

5. Auditors

The Statutory Auditors of the company M/s Luharuka & Associates, Chartered Accountants, (Firm Reg No. 01882S), Secunderabad retire at the ensuing Annual General Meeting and are eligible for re -appointment. Your company has received intimation to the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 141 of the Companies Act 2013 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/s Luharuka & Associates, Chartered Accountants as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

6. Particulars of Employees

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

7. Director''s Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have 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 of the Company for the year under review.

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

d. That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern basis''.

8. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with Corporate Governance forms part of this Annual Report

9.COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

Pursuant to Section 383A of the Companies Act, 1956, the company is required to obtain compliance certificate from a Practicing Company Secretary that the Company has duly complied with all applicable Statutory Regulations and requirements and filed the same with the Registrar of Companies, Andhra Pradesh. In this connection, a Compliance Certificate issued by M/s. A.S. Ramkumar & Associates, a Practicing Company Secretaries has been obtained and is attached hereto.

10.Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company''s Bankers. Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.

By Order of the Board Sd/- Place : Secunderabad NIRAJ GOEL Date : 12.08.2014 Managing Director

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Mar 31, 2013

Dear Shareowners,

The Directors are pleased to present herewith the 2nd Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March 2013.

1. Financial Results and Operations

The summarized financial results for the year ended 31st March 2013.

Rs. In Lakhs.

Sl. Particulars For the FY For the FY No. 2012-13 2011-12

a. Sales 341.29 297.57

b. Profit before Interest, Depreciation & Tax 10.13 33.90

c. Less: Interest 0.02 0.01

d. Less: Depreciation 22.39 25.36

e. Profit before Tax (12.28) 8.53

f. Less: Provision for Income Tax 0.00 7.20

g. Add: Deferred Tax 0.23 4.56

h. Net Profit (12.51) 5.89



Operational performance of the Company is discussed in detail under Management Analysis and Discussion Report.

2. Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain its future growth and as such, have not recommended any dividend for the year.

3. Fixed Deposits

The Company has not accepted any fixed deposits from the public within the meaning of section 58A of the Companies Act, 1956.

4. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Particulars pursuant to the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the "Annexure - A".

5. Directors

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company Shri. Manoj Kumar Dugar and Shri. Sandeep Gupta, Directors retire by rotation and being eligible offer themselves for re-appointment.

6. Auditors

The Statutory Auditors of the company M/s.Luharuka & Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for re -appointment. Your company has received intimation to the effect that, Proposed re-appointment, if made would be with in the Prescribed limit under Section 224(1B) of the Companies Act 1956 and also in compliance with the requirements of the Listing Agreement regarding Peer Review. They have confirmed their willingness to accept office, if re-appointed. The Board and Audit Committee recommend the re-appointment of M/s.Luharuka & Associates, Chartered Accountants as Statutory Auditors to hold office till conclusion of Next Annual General Meeting.

7. Particulars of Employees

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

8. Director''s Responsibility Statement

In accordance with sub-section (2AA) of section 217 of the Companies Act, 1956, the Directors of the Company state:

a. That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have 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 of the Company for the year under review.

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

d. That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern basis''.

9. Corporate Governance

A detailed report on Corporate Governance along with Auditors Certificate on Compliance with Corporate Governance forms part of this Annual Report.

10. COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT, 1956

Pursuant to Section 383A of the Companies Act, 1956, the company is required to obtain compliance certificate from a Practicing Company Secretary that the Company has duly complied with all applicable Statutory Regulations and requirements and filed the same with the Registrar of Companies, Andhra Pradesh. In this connection, a Compliance Certificate issued by M/s. A.S. Ramkumar & Associates, a Practicing Company Secretary has been obtained and is attached hereto.

12. Acknowledgements:

Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Company''s Bankers. Your Director''s also take this opportunity to place on record their appreciation for the dedicated services rendered by the executives, managers, officers, employees and workers for the dedication and sense of commitment shown by the employees at all levels and for their contribution towards the performance of the Company.



By Order of the Board



Sd/-

Place : Secunderabad NIRAJ GOEL

Date : 27.06.2013 Managing Director