Jaihind Synthetics Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting their 38 ^th Annual Report on the business and operations of the
Company together with the Audited Financial Statement of Accounts for the year ended March 31, 2025.

1. Financial Highlights

Company’s financial result for the year ended March 31, 2025 is summarized below:

Particulars	2024-25	2023-24
Total Income	13.55	19.70
Total expenses	11.46	17.16
Profit/(loss) Before Tax after exceptional items	2.08	2.54
Provision for Taxation	0.50	0.60
Profit /(Loss) after tax	1.58	1.94
Profit for Appropriation Sub Total	(33.72)	(35.66)
Investment allowance reserve	0.69	0.69
Share Premium	683.75	683.75

2. Financial Operations & State of Affairs of the Company
Business Overview:

The Company is engaged in the business of manufacturing, dealing, exporting, brokering, agency,
distribution, dyeing, printing, and bleaching of all types of textile fibers, yarn, cloth, cotton, woolen,
worsted materials, silk, garments, and handicrafts. The Company also undertakes twisting, doubling,
texturizing, and crimping of polyester yarn, silk, cotton, and blended yarn.

Financial Performance:

During the year under review, the total income of the Company for the financial year ended March 31,
2025, stood at ?13.55/- Lakhs as against ?19.70/- Lakhs in the previous financial year.

Future Outlook:

Your directors are committed to accelerating the growth momentum in the coming years and remain
confident of a bright and prosperous future for the Company.

3. Change in the nature of business, if any:

There is no change in nature of business during the year 2024-25.

4. Dividend

Directors do not recommend any dividend for the year.

5. Transfer to Reserves

During the financial year 2024-25 the Company has not transferred any amount to any reserve.

6. Details of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or
Associate Companies during the year:

The Company does not have any Subsidiary, Joint Venture, Associate Company.

7. Receipt for In-principle approval and Pronouncement of Order for Reduction of Share Capital
of the Company under section 66 of Companies Act, 2013:

The Company, in its Extra-Ordinary General Meeting (EGM) held on December 16, 2024, approved a
Scheme of Reduction of Equity Share Capital under the provisions of Section 66 of the Companies
Act, 2013.

Earlier, the Board of Directors had obtained In-Principle Approval from BSE Limited on October 21,
2024, for the proposed reduction. The reduction pertained to the inadvertent allotment of 22,26,598
warrants converted into equity shares on January 16, 2013. Following the necessary procedural steps
and hearings, the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order
dated August 1, 2025, has approved the Scheme for Reduction of Equity Share Capital.

The certified copy of the NCLT order has been filed with BSE Limited and has been publicly
disclosed in accordance with regulatory requirements. The reduction aligns the capital structure with
the Company’s true financial position, aiming to enhance shareholder value and enable future dividend
payments, in line with applicable laws.

8. Proposed Change in Name of the Company

The Board of Directors, pursuant to Regulation 45 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has approved the proposal to change the name of the Company
from “JAIHIND SYNTHETICS LIMITED” to “JAIHIND INDUSTRIES LIMITED”

The proposed change of name is subject to the consent and the approval of the Members of the
Company and other statutory/regulatory authorities, as applicable.

9. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), Mr. Pareshkumar Savani, Director
will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The
Board recommends his appointment.

Further, all Independent Directors of the Company have given declarations under Section 149(7) of the
Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Independent Directors hold office for
a fixed term of five years and are not liable to retire by rotation. In the opinion of the Board, the
Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and
Regulation 16(1)(b) and other applicable provisions of the SEBI Listing Regulations.

10. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly,
formal evaluation of Board’s, it’s Committee and Directors performance is carried out annually. This
was designed to ensure, amongst other things, that the Board, its Committees and each Director
continue to contribute effectively.

As per Section 134(3) (p) of the Act, a statement indicating the manner in which formal annual
evaluation was made by the Board of their performance and that of its Committees and individual
Directors, has to be furnished to the Members as part of the Board’s Report.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board’s
Committee, as specified by Nomination and Remuneration Committee was done.

11. Policy on the Directors’ appointment and remuneration:

The Company’s Policy on the Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other matters as
provided under section 178 of the Act is available at company website.

12. Number of meetings of the Board of Directors:

Attendance in the number of Board Meetings held and attended during the year are as under:

Sr No.	Name of the Director	Designation	Number of Meeting
			Held	Attended
1	Ms. Deviben Dinesh Doshi	Wholetime Director	5	5
2	Mr. Dinesh Jayntalal Doshi	Wholetime Director	5	5
3	Mr. Paresh Vinodray Savani	Director	5	5
4	Mr. Dipesh Bhupendra Sushania	Independent Director	5	5
5	Mr. Krishna Pramod Maheta	Independent Director	5	5
6	Ms. Rinal Vijaybhai Doshi	Independent Director	5	5

During the year under review, following 5 (Five) meetings of the Board of Directors were held:

Sr no.	Date of the Meeting
1	May 28, 2024
2	August 14, 2024
3	November 14, 2024
4	November 22, 2024
5	February 14, 2025

The intervening gap between two board meetings was within the period prescribed under the
Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1.

13. Committees of the Board:

The Company has constituted various committees in accordance with the provisions of the Companies
Act, 2013 the details of which are given as under:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

A. Audit Committee

The Board has framed the Audit Committee which ensures effective compliance of Section 177 of the
Act and Regulation 18 of the Listing Regulations. The Audit Committee comprises of experts
specialized in Accounting and Financial Management. The Chairperson of the Audit Committee is a
Non-Executive Independent Director. The composition of the Audit Committee, as on March 31,
2025, is as under:

> Composition of Audit. Committee

Sr No.	Name of Director	Category	Designation	Number of Meeting
				Held	Attended
1	Mr. Dipesh Bhupendra Sushania	Non-Executive Independent Director	Chairman	4	4
2	Mr. Dinesh Jayantlal Doshi	Executive & Whole Time Director	Member	4	4
3	Mr. Krishna Pramod Maheta	Non-Executive Independent Director	Member	4	4

During the period under review, following 4 (four) Audit Committee Meetings were held:

Sr no.	Date of the Meeting
1	May 28, 2024
2	August 14, 2024
3	November 14, 2024
4	February 14, 2025

The statutory auditors were the invitees to the above meetings.

> Terms of reference:

The terms of reference of the Audit Committee include:

1. Oversight of the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included
in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the
Companies Act, 2013

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by
management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed the Nomination and Remuneration Committee Charter which ensures effective
compliance of Section 178 of the Act and Regulation 19 of the Listing Regulations. The Board has
clearly defined the terms of reference for the Nomination and Remuneration Committee, which are as
under:

> Composition:

Sr No.	Name of the Director	Designation	Category	Number of Meeting
				Held	Attended
1	Mr. Dipesh Bhupendra Sushania	Chairman	Non-Executive Independent Director	1	1
2	Mr. Krishna Pramod Maheta	Member	Non-Executive Independent Director	1	1
3	Mrs. Rinal Vijaybhai Doshi	Member	Non-Executive Independent Director	1	1

During the period under review, the Committee met on February 14, 2025.

> Remuneration Policy:

The remuneration of the Executive Directors is recommended by the remuneration committee based
on factors such as industry benchmarks, the Company’s performance etc.

> Terms of Reference:

• Reviewing the overall compensation policy, service agreements and other employment
conditions of Managing / whole-time Director and Senior Management.

• To help in determining the appropriate size, diversity and composition of the Board. - To
recommend to the Board appointment and removal of Director.

• To frame criteria determining qualifications, positive attributes and independence of
Directors.

• To recommend to the Board remuneration payable to the Directors (while fixing the
remuneration to Executive Directors the restrictions contained in the Act, is to be considered).

• To create an evaluation framework for Independent Directors and the Board.

• To provide necessary reports to the Chairman after the evaluation process is completed by the
Directors.

• To assist in developing a succession plan for the Board.

• To assist the Board in fulfilling responsibilities entrusted from time to time.

• Delegation of any of its power to any Member of the Committee or the Compliance Officer.

> Performance Evaluation Criteria for Directors:

The criterion for performance evaluation is as under:

Role of Accountability:

- Understanding the nature and role of Independent Directors’ position.

- Understanding of risks associated with the business.

- Application of knowledge for rendering advice to management for resolution of business issues.

- Offer constructive challenge to management strategies and proposals.

- Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity:

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popular views.

Leadership and Initiative:

- Heading Board and sub-committees.

- Driving any function or identified initiative based on domain knowledge and experience.
Personal Attributes:

- Commitment to role and fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive, strategic and lateral thinking.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Shareholders’ Grievance Committee comprises of Three Directors i.e. Ms. Deviben Dinesh
Doshi, Mr. Dinesh Jayntalal Doshi, and Ms. Rinal Vijaybhai Doshi was the Chairperson of
Shareholders Grievance Committee.

> Meetings:

During the period under review, the Committee has met on February 14, 2025 and all the
Members were present.

> Terms of reference:

- Oversee and review all matters connected with the transfer of the Company’s securities.

- Approve issue of the Company’s duplicate share / debenture certificates.

- Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’
grievances related to transfer of securities, non-receipt of Annual Report, non- receipt of
declared dividend etc.

- Oversee performance of the Company’s Registrar and Share Transfer Agent (“RTA”).

- Recommend methods to upgrade the standard of services to investors;

- Monitor implementation and compliance with the Company’s Code of Conduct for
Prohibition of Insider Trading.

- Carry out any other function as is referred by the Board from time to time and / or enforced
by any statutory notification / amendment or modification as may be applicable.

- Perform such other functions as may be necessary or appropriate for the performance of its
duties.

14. Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect
to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy)
Rules, 2014. So, the Company is not required to conduct CSR activities.

15. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy’/‘Vigil Mechanism’ in place. The objective of the Vigil
Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of
the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the
Company’s commitment to the highest possible standards of ethical, moral and legal business conduct
and fair dealings with all its stakeholders and constituents and its commitment to open communication
channels. The Company is also committed to provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The
Board of Directors affirms and confirms that no personnel have been denied access to the Audit
Committee. The Policy contains the provision for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company’s website.

16. Audit Reports:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (IND AS) notified under section 133 of the Act. The Company has received an unmodified
opinion in the Auditors’ Report for the financial year 2024-25.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rinkesh Gala &
Associates, Practicing Company Secretary (C.P. No. 20128) to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure ‘A’.

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a secretarial
audit report.

There are no major observations made by the Auditor in the Report except other non- compliances
mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are compiled to the fullest extent.

c) Secretarial Auditors:

The Board recommends to the Members of the Company, the appointment of M/s. R.A. Gala &
Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five
consecutive years, from the financial year 2025-26 to financial year 2029-30 and remuneration to be
paid to them.

d) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. PSV Jain &
Associates, Chartered Accountants were appointed as Statutory Auditor of the Company at the 36^th
AGM held on September 30, 2023, for a period of five (5) consecutive years from the conclusion of
that AGM till the conclusion of the 41^st AGM.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014 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.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy: NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipment: NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import
substitution: NA

c) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): NA

> the details of technology imported;

> the year of import;

> whether the technology has been fully absorbed;

> if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
and

> the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange
earnings and outgo is provided under:

Sr. No.	Particulars	2024-25	2023-24
1.	Foreign Exchange Earnings	NIL	NIL
2.	Foreign Exchange Outgo	NIL	NIL

18. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as
prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median
employee’s remuneration is made available at the corporate office of the Company during working
hours for a period of twenty-one (21) days before the date of the meeting.

19. Annual Return

In pursuant to Section 92 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company shall be filed in E-Form MGT-7 with the Registrar of
Companies within 60 days from the date of Annual General Meeting for the Financial Year 2024-25.

20. Share Capital

The Authorised Capital as at March 31, 2025 is Rs. 9,00,00,000/- and paid up Equity Share Capital
stood at 8,51,40,980/-. During the year under review, the Company has not issued shares or
convertible securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

21. Management Discussion and Analysis Report

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a
detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

22. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements
of the Company for the year ended March 31, 2025, the Board of Directors hereby confirm that:

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

b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2025 and of the profit of the Company for
the year ended on that date;

c) proper and sufficient care was 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;

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

e) internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

23. Particulars of Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for
determining material subsidiaries and on materiality of related party transactions which are available
on the Company’s website and is accessible at the Company website.

All contracts/ arrangements/ transactions entered by the Company during the financial year under
review with related parties were in the ordinary course of business and on an arm’s length basis.

During the year under review, the Company has not entered into any contract/ arrangement/
transaction with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. Accordingly, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with
the justification for entering into such contract or arrangement in Form AOC-2 does not form part of
the report. However, the Directors draw attention of the members to the Standalone Financial
Statement which sets out related party disclosures.

24. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section
186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

25. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements.
The Company’s internal control systems, including internal financial controls, are commensurate with
the nature of its business and the size and complexity of its operations and the same are adequate and
operating effectively. These systems are periodically tested and no reportable material weakness in the
design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company’s internal control system including internal financial controls.

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

Your Company has always believed in providing a safe and harassment-free workplace for every
individual working in the Company. The Company has complied with the applicable provisions of the
aforesaid Act, including constitution of the Internal Complaints Committee. 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 trainees) are covered under this Policy. The Policy is gender neutral. We
are pleased to inform you that no complaints pertaining to sexual harassment were received during the
Financial Year 2024-25. The policy can be accessed on the website of the Company at the Company
website.

27. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India and notified by the Central Government.

28. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
maintenance of cost records is not mandated for the products manufactured by the Company.

29. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no events/instances/transactions occurred on these items during the year under review:

a) Material changes and commitments, if any, affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report;

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company’s operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which
are reportable to the Central Government, as there were no such frauds reported by the Auditors.

30. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and
cooperation extended by the Government Authorities, Bankers, Customers, Employees and Members
during the year under review and look forward to their continued support.

For and on behalf of the Board of Directors,

Jaihind Synthetics Ltd

Dinesh Jayntalal Doshi
Chairman & Wholetime Director
DIN: 07789377

Date: August 28, 2025
Place: Mumbai

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

(IN RUPEES)

Particular's 31st March, 31st March, 2015 2014

Net Sales/ Income from Operations & Other 2812000 (21196750) income excluding Excise & Sales Tax (Total income)

Less: Depreciation & Interest (Total Expenses) 1881107 (22037950)

Net Profit / (Loss) before Tax 930893 841200

(Add)/Less: Prior years a djustments, Deferred 230000 113844 tax etc.

Net Profit / (loss) after tax 700893 727356

Net Profits after Dividends 700893 727356

Add / (Less) Profit / (Loss) Brought forward (7061615) (7788971)

Balance carried to Balance Sheet (6360722) (7061615)

OPERATIONS:

During the year under review, the Company has recorded the Net Profits after tax of Rs.700893/- for the year as compared to the profits of Rs. 727356/- in the previous year.

The company expects further growth in the performance in terms of turnover and also increase in the profitability.

DIVIDEND:

No dividend shall be paid by a company in this financial year.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 84,085,780/-. During the year' under review, there were no changes in paid up share capital of the Company. The company has not issued shares with differential voting rights nor granted stock options or sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs.250586/-, The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters which were kept under strict check through continuous monitoring.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. nor made any investments.

CONSERVATION OF ENERGY

a. Though the Company's operations do not involve substantial energy consumption, the Company has taken adequate steps to improve energy utilization wherever possible.

b. Additional investments and proposals for reduction of consumption of energy.- No additional investments made during the year.

c. Impact of the above measures: Nil

d. Total energy consumption and energy consumption per unit of production: "FORM - A" not applicable.

TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:

a. The technology to improve the quality and yield of the products development is not applicable.

b. Imported Technology: No technology was imported by the Company during the year under review.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Mr. Paresh Savani, who retires by rotation and being eligible, offers himself for reappointment.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been earned out has been explained in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 14 (Fourteen) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

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

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website:-www.jaihindltd.biz.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vi sion of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Soar'd that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

INDEPENDENT DIRECTOR'S MEETING

During the year under review, the independent Directors of the Company met twice interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non Executive Directors.

EVALUATION OF PERFORMANCE OF THE BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes / conferences on relevant subject matters and keep themselves abreast of the latest corporate regulatory and industry developments.

The same has been posted on website of the Company viz; website :-www.jaihindltd.biz.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except other non-compliances mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

M/s. Jai Prakash Upadhayay & Co, Chartered Accountants, the Statutory Auditors of the Company have been appointed as statutory auditors of the company till the conclusion of 29th AGM of the Company subject to ratification by members at every AGM. Accordingly requisite resolution for ratifying their appointment is proposed in the manner stated in the Notice for the 28th AGM.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate "Annexure C", together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

Place: MUMBAI For and on behalf of the Board of Directors Date: 09.09.2015

Sd/- AJIT V. VASANI DIRECTOR

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seven Annual Report together with the Audited Statement of Accounts of the Company for the year ended 3 1st March 2014.

FINANCIAL RESULTS: Rs. Lakh

For the year For the year ended on ended on 31.03,2014 31.03.2013

Turnover 240.47 244.13

Other Income 29.30 30.15

Increase / Decrease in Stock 90.47 90.47

Total Income 211.16 274.29

Total Expenditure 220.37 265.96

Profit / (Loss) before Taxation 9.21 8.32

Provision for Tax 3.19 2.10

Profit / (Loss) after Taxation 7.27 7.67

Balance b/f from Previous Year (77.88) (85.56)

Deffered Tax ----- -----

Earlier Year Adjustments ----- -----

Balance Carried to Balance Sheet (70.61) (77.88)

OPERATIONAL REVIEW

During the financial year ended 31st March 2014 Company's turnover was Rs. 240.47 Lac and the net profit during the year was Rs. 7,27 Lac.

FUTURE OUTLOOK

The Indian economy is back in course of its pre-crisis growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound inindustrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company. The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

DIVIDEND:

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements if Section 217(AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies arc reasonable ami prudent and arc consistently followed to give true and fair view of the state of affairs of the company,

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

D. The Annual Accounts have been prepared in a going-concern basis.

DIRECTORS

Mr. AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being elegible offer themselves for re-appointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNAINCE

A separate report on the Corporate Governance and Management Discussion &. Analysis is attached as a part of the Annual Report. The Auditor's Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s. Jai Prakash Upadhayay& Go., Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s. Jai Prakash Upadhayay& Co., as Auditors of the Company, Subject to approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, the relevant information is as tinder: -

a) Conversion of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning &Outgo:

There are no foreign exchange earnings and outgo during the year under review,

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Date: 28th August,2014

Place:MumbaiSd/-

(AJIT VASANI) CHAIRMAN

---

Mar 31, 2013

The Members of Jaihind Synthetics Limited.

The Directors have pleasure in presenting the Twenty Six Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS: Rs Lakh

For the year ended on For the year ended on 3L03.2013 31.03.2012

Turnover 244.13 8.08

Other Income 30.15 1.25

Increase Decrease in Stock 90.47 -

Total Income 274.29 8.10

Total Expenditure 265.96 802.62

Profit / (Loss) before Taxation 8.32 7.37

Provision for Tax 2.10 2.45

Profit / (Loss) after Taxation 7.67 4.91

Balance b/f from Previous Year (85.56) (90.48)

Deferred ''fax -- --

Earlier Year Adjustments -- --

Balance Carried to Balance Sheet (85.56) (90.48)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2013 Company''s turnover was Rs. 244.13Lac and the net profit during the year was Rs. 7.67 Lac.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in coveys led by a stronger and faster than earlier anticipated rebound in industrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company. The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT BASIS:

The company is continuously pursuing growth opportunities in the existing business to boost up the turnover and profitability, day to day working capital requirement. The company through a postal ballot has got the approval of the members to issue the convertible warrants. The issue of Wan ants is planned to augment the long term resources to finance the working capital requirement of the company. The proceeds of the issue will be utilized for financing the working capital requirement of the company and also for general corporate purposes And company have done allotment to promoters and non — promotes at board meeting held on 16.01.2013.

DIVIDEND: .

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review''.

DIRECTORS RESPONSIBILITY STATEMENT: .

In accordance with the requirements of Section 217(2AA) of the Companies Act. 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies are reasonable and prudent and are consistently followed to give true and fair view of the state of affairs of the company. _

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

D. The Annual Accounts have been prepared on a going-concern basis.

DIRECTORS

Mr. AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for reappointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s. Jai PrakashUpadhayas& Co.. Chartered Accountants, kill retire as Auditors of the conclusion of the ensuing Annual! General Meeting. Directors have proposed to ic-appoint M/s Jai PrakashUpadhavay& Co.. as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that then appointee , if made would be within the prescribed limits under Section 224(1 B) of the Companies; Act. 1926 a they are not disqualified for such re-appointment with the meaning of Section —6 of the said Act.

A IIP TOR''S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act. 1956.

a) Conservation of energy .

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D t , _ 1 ,, The Company has not incurred any separate expenditure on Research and Development during the year.

By Order of the Board of Directors

Date: 28th August, 2013

Place: Mumbai Sd/-

(AJIT VASANI)

CHAIRMAN

---

Mar 31, 2012

The Members, Jaihind Synthetics Limited.

The Directors have pleasure in presenting the Twenty Five Annual Report together with the Audrted Statement of Accounts of the Company for the yar ended 31st March 2012

FINANCIAL RESULT:

(Rs. in Lac) For the year ended on For the year ended on 31.03.2012 31.03.2011

Turnover 8.08

Other Income 1.25 8.7

Increase / Decrease in Stock 18.10

Total Income 802.62 8.02

Total Expenditure Profit/(Loss) before Taxation 7.31 5.74

Provision for Tax 2.45 1.45

Profit / (Loss) after Taxation 4.61 1.45

Balance b/f from Previous Year (90.48) (94.78)

Deferred Tax Earlier Year Adjustments

Balance Carried to Balance Sheet (90.48) (94 78)

OPERATIONAL

During the Finaceal ytear ended 31st March Your 2012 Your Company Turany Rs.8.08 Lac and the net Profit during the year was Rs.49 Lac

FUTURE OUTLOOK

The Indian led economy is back on Couse eairlier anticepated rebonce in activety the Mangenty of the Company is Looking forward to insifued working working capital order to outthe opertice of the Company smoothly

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT „ ACTC.

The Company is Continusoly Pursuing growth opporunties in the exsting business to bosst upo the turnover and profitbity day working captial requiral the company thouing a Past Warrant from the stock exchange and accorng issued i crore finance for finaceal working captial requiralment of the Company alo for general Corporte Purpose

DIVIDEND:

Due tohuge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2 A A) of the Companies Act, 1956, the Directors of the Company hereby confirm that: A In preparation of Annual Accounts, the applicable accounting standards were followed. _ B, The accounting policies are reasonable and prudent and are consistently followed to give

true and fair view of the state of affairs of the company. _

C Proper and sufficient care is taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Mr AjitVasani, Ms. JagrutiVasani and Ms. MeghalVasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for re-appointment as directors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

AUDITORS:

M/s Jai PrakashUpadhayay& Co., Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appomt M/s Jai PrakashUpadhayay& Co., as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) ot the Companies Act. 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR''S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANP OUTGO

As required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules. 1988, the relevant information is as under: -

a) Conservation of energy .

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of TechnologandJR&JD _ . , The Company has not incurred any separate expenditure on Research and

Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Sd/-

(AJIT VASANI)

Date: 1st September, 2012 CHAIRMAN

Place: Mumbai

---

Mar 31, 2011

To The Members of Jaihind Synthetics Limited.

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS;

(Rs. in Lac) For the year for the year ended on ended on 31.03.2011 31.o3.2010

Turnover 8.7 -

Other Income - -

Increase / Decrease in Stock - -

Total Income 8.7 -

Total Expenditure 2 95 1.18

Profit / (Loss) before Taxation 5.75 -

Provision for Tax 1.45 (1.118)

Profit / (Loss) after Taxation 4.29

Balance b/f from Previous Year (94.78) (93.59)

Deferred Tax - -

Earlier Year Adjustments - -

Balance Carried to Balance Sheet (90.48) (94.78)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2011 your Company's turnover was Rs. 8.7 Lac and the net profit during the year was Rs. 4.30 Lac.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound in industrial activity. The management of the company is considering the various proposals to enlarge the scope of activities of the company The company is looking forward to infuse additional working capital in the business of the company in order to carry out the operations of the company smoothly.

ISSUE OF SECURITIES THROUGH PREFERENTIAL ALLOTMENT BASTS:

The company is continuously pursuing growth opportunities in the existing business to boost up the turnover and profitability, day to day working capital requirement. The company through a postal ballot has got he approval of the members to issue the convertible warrants. The company has also receive the approval from the stock exchange and accordingly issued 1 Crore Convertible Warrants. The issue of Warrants is planned to augment the long term resources to finance the working capital requirement of the issue With be Utilized for financing the requirement of h company and also tor general corporate purposes.

CHANGE OF CONTROL OF MANAGEMENT:

During the period under review, pursuant to Regulation 12 of Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 1997 ("the SEBI Regulations") Listing r!Z7Zl t 7f Crèmes' Companies Act' 1956' the beholders through the process of

Postal Ballot approved the change m control and management of the Company from the existing management to Mr. Ajit Vasani, Ms. Jagruti A Vasani and Ms. Megahal A Vasani w.e.f. we.f. 15-2-2011.

DIVIDEND:

review hUSC Carri6d forward l0SS' your Directors do not commend any dividend for the year under

DIRECTORS RESPQNSIBIIJTY STATEMENT-

hi accordance with the requirements of Section 217(2AA) of the Companies Act,1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed

B. the accounting policies are reasonable and prudent and are consistently followed to give true and fair view of the state of affairs of the company.

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

D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Mr. Ajit Vasani Ms. Jagruti Vasani and Ms. Meghal Vasani, Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible offer themselves for re appointment as directors of the Company.

During the year Mr. Hasmukh Patel, Mr. Meghji Patel, Mr. Mihir Karia, Mr. Madanlal R. Sharda Mr. Comp™ ArU" K1Shanlal Shmani has r6Signed from board of directors of *

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

MANAGEMENT DISCUSSION AND ANAT VSTS-

CORPORATE GOVERNANCE

the Corporate Governance and Management Discussion & Analysis is attached as a part of the annual report.

AUDITORS:

M/s. Jai Prakash Upadhayay & Co, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s Jai Prakash Upadhayay & Co, as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224QB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2A) of the Companies Act, 1956.

CONVERSION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO "

As required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars m Ihe report of Board of Directors) Rules. 1988, the relevant information is as under: -

a) Conservation of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R&D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board of Directors

Date: 14th May, 2011 Sd/-

Place: Mumbai (AJIT VASANI)

CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

2009-10 2008-09 (Rs in Lacs) (Rs in Lacs)

Sales & Other Income 0.00 4.25

Profit (Loss) before Depreciation & Taxation (0.55) 1.65

Less Depreciation 0.63 0.63

Profit (Loss) Before Taxation (1.18) 1.02

Less: Provision for taxation 0.00 0.02

Net Profit (Loss) after Tax (1.18) 1.00

-id: Excess Provision for Tax w/back 0.00 0.00

Balance b/f. from Previous year (93.60) (94.60)

Carried to Balance Sheet (94.78) (93.60)

OPERATIONAL REVIEW:

During the financial year ended 31st March 2010 your Company do not have any income The Net loss of the Company stood at Rs.1.18 lacs against a profit of Rs. 1.021acs shown in last year.

FUTURE OUTLOOK

The Indian economy is back on course of its pre-crises growth trajectory, with the momentum in recovery led by a stronger and faster than earlier anticipated rebound in industrial activity. the management of the company is considering the various proposals to venture into other profitable business activities including power, fuel, energy project, for which necessary approval of the. respective government authorities will be obtained in due course of time after making necessary changes in the structure of the memorandum of association.

DIVIDEND: .

Due to huge carried forward loss, your Directors do not recommend any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby confirm that:

A. In preparation of Annual Accounts, the applicable accounting standards were followed.

B. The accounting policies are reasonable and prudent and are consistently followed to given and fair view of the state of affairs of the company .

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

D. The Annual Accounts have been prepared on a going -concern basis.

DIRECTORS

Shri Mandalay Shards, Shri Roopnarayan Shards and Shri Arum Somalis Directors of the Company who retires by rotation as per Articles of Association of the Company and being eligible of offer themselves for re-appointment as director of the Company.

Shri. Anita V Asana, Ms Mega Asana, and Ms Agouti Asana who were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956 holds their office up to this Annual General Meeting. The Company has received notices from Shareholders of the Company with requisite deposit of Rs.500/- for their appointment as Director of the Company. the Resolutions for their appointment as Director is proposed in the Notice of this Annual General Meeting for consideration of the Members of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE -

As required by clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, Corporate Governance Report regarding compliance of the conditions of Corporate Governance and the Auditor's certificate on its compliance is attached to this report and form part of this Annual Report.

AUDITORS:

M/s. Rajesh Thakkar & Associates, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. Directors have proposed to re-appoint M/s Rajesh Thakkar & Associates as Auditors of the Company, Subject to Approval of Members at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The notes to the Accounts referred to in the Auditors Report are self-explanatory' and therefore do not call for any further explanation.

EMPLOYEES:

There was no employee drawing remuneration to the extent, which requires disclosure under Section 217 (2 A) of the Companies Act, 1956.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules. 1988, the relevant information is as under: - .

a) Conservation of energy

There are no energy consumption during the year due to non operations at factory site.

b) Absorption of Technology and R & D

The Company has not incurred any separate expenditure on Research and Development during the year.

c) Foreign Exchange Earning & Outgo :

There are no foreign exchange earning and outgo during the year under review.

ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation of the contribution made by the employees at all levels of the organization.

By Order of the Board

Place: Mumbai

Date:31st August 2010 Hasmukh G Patel

Chairman & Managing Director