Frontline Financial Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors have pleasure in presenting the Board''s Report of your Company
together with the Audited Statement of Accounts and the Auditors'' Report of your
company for the financial year ended, March 31,2024.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	Standalone
	Year ended	Year ended
	March 31,	March 31,
	2024	2023
	(INR)	(INR)
Total Revenue	251.96	227.77
Total Expenses	257.33	219.44
Total Profit/(loss) before exceptional and extraordinary items	(5.39)	8.33
Exceptional Items	0	0
Net Profit/(loss) Before Tax	(5.39)	8.33
Tax Expense	0	3.30
Net Profit/(loss) After Tax	(5.39)	5.03

FINANCIAL PERFORMANCE AND STATE OF AFFAIRS

During the year under review, the Company has made a loss of 5.39 Lakhs as
compared to a profit of 5.03 Lakhs in financial year 2022-23.

DIVIDEND

Keeping in view the future prospects and plans of the Company, the Board
has decided to conserve the fund of the Company and thereby do not
recommend any divided for current financial year.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve during the year under
review.

SHARE CAPITAL

There were no changes to the authorized share capital during the year. The
issued capital as of March 31, 2024 was Rs. 5,90,11,000.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the
Company occurred between the ends of the financial year to which this
financial statement relate on the date of this report.

INFORMATION ON SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE
COMPANY

Company does not have any Subsidiary, Joint venture or Associate
Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND

The provisions of Section125 (2) of the Companies Act, 2013 do not apply as
there was no dividend declared and paid last year.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for
orientation and training of Directors at the time of their joining to provide
them with an opportunity to familiarise themselves with the Company, its
management, its operations and the industry in which the Company
operates. At the time of appointing a director, a formal letter of appointment
is given to him/her, which inter-alia explains the role, function, duties and
responsibilities expected of him/her as a Director of the Company. The
Director is also explained in detail the Compliance required from him/her
under the Companies Act, 2013, the Listing Regulations and other relevant
regulations and affirmation taken with respect to the same.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 6 board meetings were held. The intervening
gap between meetings was within the period as prescribed under the
Companies Act, 2013 (''Act'') and the Listing Regulations.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	30/05/2023	5	5
2.	24/07/2023	5	5
3.	14/08/2023	5	5
4.	04/09/2023	5	5
5.	10/11/2023	5	5
6.	14/02/2024	5	5

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the

Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;

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

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal
financial controls to be followed by the company and that such internal
financial controls are adequate and were 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 effectively.

EXTRACT OF ANNUAL RETURN

The copy of Annual Return is available on the website of the company as per

section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014, and the link of the website is

https://frontlinefsl.com/

AUDITORS AND REPORT THEREON

M/s. J S Shah & Co., Chartered Accountants, are the statutory auditor of the
company for the year under review. There are no qualifications or adverse
remarks in the Auditors'' Report which require any clarification/ explanation.
The Notes on financial statements are self-explanatory, and needs no further
explanation. Further the Auditors'' Report for the financial year ended,
March 31, 2024 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

There were loans and investments made by the Company, however there
was no guarantee was given under Section 186 of the Companies Act, 2013
during the year under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year
were on an arm''s length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of
the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 in respect of conservation of energy and technology
absorption have not been furnished considering the nature of activities
undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under
review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of
risk threatening the Company''s existence is very minimal.

DIRECTORS and KMP

Following is the composition of Board of Directors of the Company as on
March 31, 2024:

Sr. No	Name of Director/KMP	Designation	DIN/ PAN
1	Mr. Sandeep Chhaganlal Mathur	Managing Director	08173027
2	Mr. Viki Jayeshkumar Shah	Non- Executive Director	07823247
3	Ms. Sejal Kaushikkumar Shah	Independent Woman Director	07489588
4	Mr. Pradeep Babulal Shah	Executive Director	05349427
5	Mr. Raghvendradhari Nandkishor Sharma	Independent Director	09209360
6	Mr. Sandeep Chhaganlal Mathur	Chief Finance Officer	AEKPM1066J

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act,

2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect
of employees of the Company and Directors is furnished in the auditor
report of the company as attached herewith.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried
out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance 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.

INDEPENDENT DIRECTORS AND DECLARATION

The Board of Directors of the Company hereby confirms that all the
Independent Directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided under
section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company''s

Nomination and Remuneration Committee comprises of three Directors. The
table sets out the composition of the Committee:

Sr. No	Name of Director	Position held in Committee	Director information
1	Sejal Shah	Chairman	Non-Executive Independent Director
2	Viki Shah	Member	Non-Executive Professional Director
3	Reghvendradhari Sharma	Member	Non-Executive Independent Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are
as under:

1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the
criteria laid down, recommend to the Board their appointment and
removal and shall carry out evaluation of every Director''s
performance.

2. To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board
a policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while
formulating the policy ensure that:

S the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;

S relationship of remuneration to performance is clear and meets

appropriate performance benchmarks; and
S remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from
time to time.

8. Any other work and policy, related and incidental to the objectives of
the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY
Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry
standards as well as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees

and Commission. The Non-Executive Directors are paid sitting fees for each
meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company''s Audit
Committee comprised of three directors. The board has accepted the
recommendations of the Audit Committee. The table sets out the
composition of the Committee:

Sr. No	Name of Director	Position held in Committee	Director information
1	Viki Shah	Chairman	Non-Executive Professional Director
2	Sejal Shah	Member	Non-Executive Independent Director
3	Raghvendradhari Sharma	Member	Independent Director

SECRETARIAL AUDIT REPORT

Clarification to the qualifications or adverse remarks in the Secretarial Audit
Report as mentioned below.

1. The Company is in process to identify eligible candidate for the post of
Internal Auditor & shall appoint one at the earliest.

2. The Company has received the in principal approval for revocation of
suspension of trading and the trading will be started soon.

3. The Company takes due note of the same & shall ensure requisite
compliances be carried out.

4. The Company takes due note of the same & shall ensure requisite
compliances be carried out.

5. The company is under process of appointment of Company Secretary.

COST AUDIT

Cost Audit is not applicable to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the
Clause 49 of the Listing Agreement, the company has established Vigil
Mechanism for directors and employees to report genuine concerns and
made provisions for direct access to the chairperson of the Audit Committee.
Company has formulated the present policy for establishing the vigil
mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address
to the Company their genuine concerns in relation to any illegal or unethical
practice being carried out in the Company. The details of the Vigil
Committee are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (Permanent, contractual, temporary,
trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has established adequate internal financial control systems to
ensure reliable financial reporting and compliance with laws and
regulations.

Your directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers,
Vendors and Shareholders during the year under review. Your directors also
wish to place on record their deep sense of appreciation for the committed
service of the Executives, staff and Workers of the Company.

Registered Office: For and on behalf of Board,

Office No. 803, Eighth Floor Wallstreet II, Frontline Financial Services Limited
Ellisbridge, Ahmedabad- 380006, Gujarat
Mail: [email protected]
Website:www.frontlinefsl.com

Sd/- Sd/-

Viki Shah Sandeep Mathur

Director Managing Director

DIN: 07823247 DIN: 08173027

Place: Ahmedabad
Date: 30-08-2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars Standalone

Particulars 2014-2015 2013-14

Gross Income 1155.15 1153.67

Profit Before Interest and Depreciation 1.77 3.41

Finance Charges 0.00 0.00

Gross Profit 1.77 3.41

Provision for Depreciation 0.00 0.00

Net Profit Before Tax 1.77 3.41

Provision for Tax 0.55 1.05

Net Profit After Tax 1.22 2.36

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held eight board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present

1 30.04.2014 4 4

2 14.08.2014 4 4

3 03.09.2014 4 4

4 31.10.2014 4 4

5 31.12.2014 4 4

6 13.02.2015 4 4

7 25.02.2015 4 4

8 31.03.2015 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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 effectively.

AUDITORS and REPORT there on

The Auditors, M/s. D. A. Rupawala & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible,

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

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 provision is not applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the company:

S.No Name Designation Date of Date of Mode of appointment cessation Cessation

1 Ms. Vaishakhi Company 25.02.2015 - - Shukla Secretary

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance 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.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. D. A. Rupawala & Associates, and confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Category of the Director Committee Non Executive Independent Mr. Maheshkumar C. Shah Chairman Director

Non Executive Independent Mr. Jayesh B. Shah Member Director

Non Executive Independent Mr. Bhadresh M. Mehta Member Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Category of the Director Committee Mr. Jayesh B. Shah Chairman Non Executive Independent Director

Mr. Maheshkumar Shah Member Non Executive Independent Director

Mr. Bhadresh Shah Member Non Executive Independent Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit Report as provided by M/s. Khushbu Trivedi & Associates, Practicing Company Secretary for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

COST AUDIT

Cost Audit is not application to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (LISTED COMPANY)

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report should disclose the following points:

i. Industry structure and developments.

ii. Opportunities and Threats.

iii. Segment-wise or product-wise performance.

iv. Outlook

v. Risks and concerns.

vi. Internal control systems and their adequacy.

vii. Discussion on financial performance with respect to operational performance.

viii. Material developments in Human Resources / Industrial Relations front, including number of people employed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

DATE : AHMEDABAD PLACE: 04/09/2015 Sd/- Sd/- (CHINTAN V. SHAH) (JAYESH B. SHAH) DIRECTOR DIRECTOR DIN:03032532 DIN: 03391386

Dear Members,

The Directors have pleasure in presenting the Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars Standalone

Particulars 2014-2015 2013-14

Gross Income 1155.15 1153.67

Profit Before Interest and Depreciation 1.77 3.41

Finance Charges 0.00 0.00

Gross Profit 1.77 3.41

Provision for Depreciation 0.00 0.00

Net Profit Before Tax 1.77 3.41

Provision for Tax 0.55 1.05

Net Profit After Tax 1.22 2.36

DIVIDEND

However with the view to conserve the resources of company the directors are not recommending any dividend.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held eight board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present

1 30.04.2014 4 4

2 14.08.2014 4 4

3 03.09.2014 4 4

4 31.10.2014 4 4

5 31.12.2014 4 4

6 13.02.2015 4 4

7 25.02.2015 4 4

8 31.03.2015 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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 effectively.

AUDITORS and REPORT there on

The Auditors, M/s. D. A. Rupawala & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible,

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

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 provision is not applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the company:

S.No Name Designation Date of Date of Mode of appointment cessation Cessation

1 Ms. Vaishakhi Company 25.02.2015 - - Shukla Secretary

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance 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.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of the Auditors, M/s. D. A. Rupawala & Associates, and confirming compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Category of the Director Committee Non Executive Independent Mr. Maheshkumar C. Shah Chairman Director

Non Executive Independent Mr. Jayesh B. Shah Member Director

Non Executive Independent Mr. Bhadresh M. Mehta Member Director

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Category of the Director Committee Mr. Jayesh B. Shah Chairman Non Executive Independent Director

Mr. Maheshkumar Shah Member Non Executive Independent Director

Mr. Bhadresh Shah Member Non Executive Independent Director

SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit Report as provided by M/s. Khushbu Trivedi & Associates, Practicing Company Secretary for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

COST AUDIT

Cost Audit is not application to the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The details of the Vigil Committee are annexed herewith for your kind perusal and information.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (LISTED COMPANY)

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report should disclose the following points:

i. Industry structure and developments.

ii. Opportunities and Threats.

iii. Segment-wise or product-wise performance.

iv. Outlook

v. Risks and concerns.

vi. Internal control systems and their adequacy.

vii. Discussion on financial performance with respect to operational performance.

viii. Material developments in Human Resources / Industrial Relations front, including number of people employed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

DATE : AHMEDABAD PLACE: 04/09/2015 Sd/- Sd/- (CHINTAN V. SHAH) (JAYESH B. SHAH) DIRECTOR DIRECTOR DIN:03032532 DIN: 03391386

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2014 are as under: (Rs. in 10 Thousand)

Particulars 2013 - 14 2012 - 13

1. Total Income 11536 3005

2. Total Expenditure 11502 2971

3. Depreciation 0 0

4. Profit/ Loss before Tax 34 33

5. Current Year Tax 10 10

6. Profit / Loss after Tax 23 23

DIVIDEND:

Your Directors do not recommend the dividend for the financial year ended 31.03.2014. DIRECTORS:

During the year Mr. Maheshkumar C. Shah and Mr. Jayesh B. Shah, directors of the company are retiring by rotation and being eligible, offer themselves for reappointments. Board recommends his reappointments.

All other Directors continue to hold their Directorships.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under.

AUDITORS REPORTS:

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

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

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS:

D. A. Rupawala & Associates, Auditors of the Company retire at this Annual General Meeting and being eligible, are recommended for reappointment.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

LISTING:

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE) as well as Ahmedabad Stock Exchange (ASE). However the trading of the company is suspended.

PARTICULARS OF THE EMPLOYEES:

The company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Additional information required under Section 217(1)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT:

Your Directors wish to thanks the Shareholders of the Company for their continued support.

DATE: 03.09.2014 BY ORDER OF THE BOARD OF PLACE: AHMEDABAD DIRECTORS

SD/-

CHAIRMAN

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2013.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31st March, 2013 are as under:

(Rs. in 10 Thousand)

Particulars 2012 - 13 2011 - 12

1. Total Income 3005 5016

2. Total Expenditure 2971 4970

3. Depreciation 0 0

4. Profit/ Loss before Tax 33 46

5. Current Year Tax 10 14

6. Profit / Loss after Tax 23 32

DIVIDEND :

Your Directors do not recommend the dividend for the financial year ended 31.03.2013.

DIRECTORS :

During the year Mr. Chintan V. Shah and Mr. Bhadresh M. Mehta, directors of the company are retiring by rotation and being eligible, offer themselves for reappointments. Board recommends his reappointments.

All other Directors continue to hold their Directorships.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956 and Rules made there under.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

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

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS :

D. A. Rupawala & Associates, Auditors of the Company retire at this Annual General Meeting and being eligible, are recommended for reappointment.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

LISTING :

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE) as well as Ahmedabad Stock Exchange (ASE). However the trading of the company is suspended.

PARTICULARS OF THE EMPLOYEES :

The company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Directors wish to thanks the Shareholders of the Company for their continued support.

DATE : 02.09.2013 BY ORDER OF THE BOARD OF PLACE : AHMEDABAD DIRECTORS

Sd/- CHAIRMAN