Shree Manufacturing Company Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their 48^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31^st March, 2025 have been restated in accordance with Ind AS for comparative information.

Financial Summary as under:

Particulars	2024-2025	2023-2024
Gross Income	25,39,905	0
Net Profit/(Loss) Before Tax	-16,962	-33,60,395
Provision for Tax	0	0
Net Profit/(Loss) After Tax	-16,962	-33,60,395
Balance of Profit brought forward	0	0
Balance available for appropriation	0	0
Proposed Dividend on Equity Shares	0	0
Tax on Proposed Dividend	0	0
Transfer to General Reserve	0	0
Surplus carried to Balance Sheet	-16,962	-33,60,395

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The total reserves for the financial year 2024-2025 is Rs. -16,962/-.

4. CHANGE IN SHARE CAPITAL

There are no Changes in the Capital Structure of the Company.

5. BUSINESS OUTLOOK

The Directors are under the process of exploring other avenues of diversifying into new areas of business.

6. COMPANY’S PERFORMANCE AFFAIR

Your Directors are positive about the Company''s operations and making best efforts to implement the cost reduction measures to the extent feasible.

7. FIXED 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.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

9. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company. Company is in the Business of Agriculture and Retail Trading.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2025 and the date of this Directors'' Report i.e. 22^nd August, 2025 except as mentioned in this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Vishal Pankaj Dedhia, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

We regret to inform you that one of the family members of Mr. Samir Sampat, Independent Director of the Company informed the Company on 02-07-2025 about the sudden and sad demise of Mr. Samir Sampat on 01-07-2025.

We offer Shradhanjali to the Board Member Mr. Samir Sampat who contributed in decision making in Board Meetings and guided the Board at various occasions. His guidance and experience was treasure for the Company for managing the Companies operations.

Mr. Samir Sampat''s sudden and unexpected passing away will be an irreparable loss to the Company and all the Directors and employees of the Company convey deep sympathy, sorrow and condolences to his family.

Furthermore, Company appointed Mr. Manish Chandak and Mr. Aditya Soni in the Board Meeting held on 2703-2025 as an Additional Independent Directors of the Company and in the said Meeting Board Members noted the Resignation of Mr. Sidharth Jain and Ms. Prajakta Mestry from the post of Independent Director of the Company.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

12. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details are given as under.

Sr. No.	Date	Sr. No.	Date
	3oard Meeting	Audit Committee
1	27-03-2025	1	10-02-2025
2	10-02-2025	2	13-11-2024
3	13-11-2024	3	30-08-2024
4	30-08-2024	4	22-05-2024
5	16-07-2024
6	22-05-2024

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. BOARD 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.

14. COMMITTEES OF THE BOARD

There are currently three committees of the Board, as following:

1) Audit Committee The composition of		the Audit Committee is as under:
	Sr. No.	Name	Category	Designation
	1	HETAL DAVE	Independent Director	Chairman
	2	ADITYA SONI	Independent Director	Member
	3	MANISH CHANDAK	Independent Director	Member
2) Nomination and 1 The composition of		Remuneration Committee the Nomination and Remuneration Committee is as under:
	Sr. No.	Name	Category	Designation
	1	HETAL DAVE	Independent Director	Chairman
	2	ADITYA SONI	Independent Director	Member
	3	MANISH CHANDAK	Independent Director	Member
3) Stakeholders Relationship Committee The composition of the Stakeholders Relationship Committee is as under:
	Sr. No.	Name	Category	Designation
	1	HETAL DAVE	Independent Director	Chairman
	2	ADITYA SONI	Independent Director	Member
	3	MANISH CHANDAK	Independent Director	Member

15. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for

selection and appointment of Directors, Senior Management and their remuneration.

16. DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

b) 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 true and fair view of the state of affairs of the Company for the year under review.

c) 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.

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

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

17. AUDITORS

LAXMI TRIPTI & ASSOCIATES, Chartered Accountant Firm (FRN: 009189C) as the Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 52nd AGM of the Company to be held in the year 2029. However, due to other arrangements the Statutory Auditors have resigned w.e.f 23-08-2025.

Pursuant to the provisions of Section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any, M/s Ramanand & Associates, Chartered Accountants, Thane, are appointed as statutory auditors of the Company from the Conclusion of 48^th Annual General Meeting of the Company till the Conclusion of 53^rd Annual General Meeting to be held in the year 2030.

18. INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out with approval of the Company''s Audit Committee. The Plan is aimed at evaluation of the efficacy and adequacy of internal Control systems and Compliance thereof, robustness of Internal Processes, policies and accounting procedures and Compliance with laws and regulations. Based on the reports of Internal Audit, process owners undertake corrective action in their respective areas. Significant Audit Observations and corrective actions are periodically presented to the Audit Committee of the Board.

19. AUDITORS’ REPORT

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

20. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control Commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence to the Company''s policy, safeguarding of its assets, prevention and detection pf frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial Information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There are no instances of fraud which necessitates reporting of material mis-statement to the Company''s operations.

21. REPORTING FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review and till date of this Report, the Company has neither made any application against anyone nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

23. COMPLIANCE WITH THE MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary systems and HR Policies are in place to uphold the Spirit and letter of Legislation.

24. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the Principles of Diversity, Equity and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 1 Female Employees: 1 Transgender Employees: NIL

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

25. DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

26. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK & ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of the Company for the Financial Year 2024-2025.

Secretarial Auditor''s observation and Management''s explanation to the Auditor''s observation -

1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,

2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014

3. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 - Publication of Results audited and unaudited in newspaper, E-voting, News Paper Advertisement for Book Closure.

4. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end. - Delay in Payment of Listing fees for 2024-2025.

Reply from Management:

For Point Number 1, 2 and 3:

The Company has not been doing that since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.

For Point Number 4:

The Company made delayed payment of Listing fees to the BSE Limited for Financial Year 2024-2025. Management will try to ensure to make the timely payments in the future.

The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.

27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

28. UNSECURED LOAN FROM DIRECTOR

During the year under review, the Company has not accepted any unsecured loan from the Directors or their relatives.

29. COMPANY’S POLICY RELATING TO APPOINTMENT, PYMENT OF REMUNERATION TO DIRECTORS, AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to the constitution of the Nomination and Remuneration Committee is not applicable to the Company and hence the Company has not devised any policy as required under Section 178 of the Companies Act, 2013.

30. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013.

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy.

No compliant was received from any employees of the Company or otherwise during the financial year 2024-2025 and hence no complaint is outstanding as on 31 March, 2025 for Redressal.

31. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.

32. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

33. RELATED PARTY TRANSACTION

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions.

However, during the year the Company has not entered any new contracts or arrangements with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is applicable to the Company for FY 2024-2025.

Details of transactions entered into by the Company, in terms of IND AS 24 have been disclosed in the notes to the Standalone/Consolidated financial Statements forming part of this Report.

34. EXTRACT OF ANNUAL RETURN

The Annual Return for Financial Year 2024-2025 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.smcl.in.

35. 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 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.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company''s internal control system is commensurate to the size, scale and complexities of its operations.

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.

38. INDUSTRIAL RELATIONS

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

39. LISTING WITH STOCK EXCHANGES

The Company is listed with BSE Ltd. And CSE Ltd.

40. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. During the year under review, the Company has not made any investments or given guarantee''s or provided securities falling under the provisions of Section 186 of the Companies Act, 2013.

2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;

3. The Company does not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter V of the Act;

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

6. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto.

7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

41. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

---

Mar 31, 2024

Your Directors have pleasure in presenting their 47^th Annual Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial statements for the year ended 31^st March, 2024 have been restated in accordance with
Ind AS for comparative information.

Financial Summary as under:

fAmnnnt in I al(hc^

Particulars	2023-2024	2022-2023
Business Income	--	--
Other Income	--	0.04
Net Profit/(Loss) Before Tax	(33.60)	(26.53)
Provision for Tax	--	--
Net Profit/(Loss) After Tax	(33.60)	(26.53)
Balance of Profit brought forward	--	--
Balance available for appropriation	--	--
Proposed Dividend on Equity Shares	--	--
Tax on proposed Dividend	--	--
Transfer to General Reserve	--	--
Surplus carried to Balance Sheet	(33.60)	(26.53)

2. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any
dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (-33.60) Lakhs. The total reserves for the
financial year 2023-2024 is Rs. (-1083.07) Lakhs

4. SHARE CAPITAL

The total paid up capital of the Company as on 31^st March, 2024 is Rs. 8,30,02,770/- comprising of
83,00,277 Equity Shares of Rs. 10/- each.

5. BUSINESS OUTLOOK

Your Company is fully aware and well positioned to tab market opportunities. We would like to add
that Management is looking forward to an optimistic year 2024-2025 and we appreciate all our
stakeholders for their faith in the Company especially during these challenging times. We are
optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater
heights and achieving many more successes in the years to come.

6. FIXED 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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has received declaration from all the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013.

8. THE CHANGE IN THE NATURE OF BUSINESS

No change in the nature of business activities during the year.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes and commitments, affecting the financial position of the Company occurred
between the end of the Financial Year of the Company i.e. 31^st March, 2024 and the date of this
Directors'' Report i.e. 30^th August, 2024 except as mentioned in this Report.

10. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five
Board Meetings and Four Audit Committee Meetings were convened and held.

The details of which are given as under.

Sr. No.	Date	Sr. No.	Date
Board Meeting		Audit Committee
1.	08-05-2023	1.	08-05-2023
2.	07-08-2023	2.	07-08-2023
3.	21-08-2023	3.	09-11-2023
4.	09-11-2023	4.	13-02-2024
5.	13-02-2024

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and exemptions given, if any.

11. BOARD 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 committee.

12. COMMITTEES OF THE BOARD

1) Audit Committee

The Audit Committee of the Company reviews the reports to be submitted with the Board of
Directors with respect of auditing and accounting matters. It also supervises the Company''s
financial reporting process.

As on date of this report the Audit Committee of the Company stands reconstituted as under:

Sr. No.	Name	Category	Designation
1	Mr. Sidharth Jain1	Independent Director	Chairperson
2	Mr. Vishal Dedhia2	Director	Member
3	Ms. Hetal Dave	Independent Director	Member
4.	Ms. Prajakta Mestry2	Independent Director	Member

Ms. Prajakta Mestry, Director of the Company is appointed as Member of the Audit Committee w.e.f. 30¬
08-2024.

2) Nomination and Remuneration Committee (NRC)

As on date of this report the Nomination and Remuneration Committee of the Company stands
reconstituted as under:

Sr. No.	Name	Category	Designation
1	Mr. Sidharth Jain*	Independent Director	Chairperson
2	Mr. Vishal Dedhia**	Director	Member
3	Ms. Hetal Dave	Independent Director	Member
4.	Ms. Prajakta Mestry**	Independent Director	Member

*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was
appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for NRC.

** Mr. Vishal Dedhia, Director of the Company Resigned from the NRC w.e.f. 30-08-2024 and Ms.
Prajakta Mestry, Director of the Company is appointed as Member of the NRC w.e.f. 30-08-2024.

3) Stakeholders'' Relationship Committee (SKC)

Shareholders Grievances Committee consists of three directors. The Committee, inter-alia,
deals with various matters relating to:

• Transfer/transmission of shares;

• Issue of duplicate share certificates;

• Investors'' grievances and redressed mechanism and recommend measures to
improve the level of investor services.

As on date of this report the SKC of the Company stands reconstituted as under:

Sr. No.	Name	Category	Designation
1	Mr. Sidharth Jain*	Independent Director	Chairperson
2	Mr. Vishal Dedhia**	Director	Member
3	Ms. Hetal Dave	Independent Director	Member
4.	Ms. Prajakta Mestry**	Independent Director	Member

*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was
appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for SKC.

** Mr. Vishal Dedhia, Director of the Company Resigned from the SKC w.e.f. 30-08-2024 and Ms.
Prajakta Mestry, Director of the Company is appointed as Member of the SKC w.e.f. 30-08-2024.

13. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, KMP, Senior Management and their remuneration.

14. DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

b) 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 true and fair view of the
state of affairs of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adeauate 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 have prepared the annual accounts on a going concern basis.

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

f) 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.

15. AUDITORS

Laxmi Tripti & Associates, Chartered Accountant Firm (FRN: 009189C) as the Statutory Auditor of the
Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion
of the 52^nd AGM of the Company to be held in the year 2029.

16. AUDITORS’ REPORT

The Board has duly examined the Statutory Auditor''s report on accounts which is self-explanatory
and clarifications wherever necessary, have been included in the Notes to Financial Statements of
the Annual Report.

17. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Payal Tachak, Proprietress of M/s.
Payal Tachak & Associates, Practicing Company Secretary had been appointed as Secretarial Auditor
of the Company for the Financial Year 2023-2024.

The report of the Secretarial Auditors is enclosed as Annexure to this report.

Secretarial Auditor''s observation and Management''s explanation to the Auditor''s observation -

a) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015,
Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and
Administration), Rules, 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the
Companies (Management and Administration) Rules, 2014 - Publication of Results audited and
unaudited in newspaper, Voting Through Electronic means, News Paper Advertisement for Book
Closure.

The Company has not been complying that since the financial position of the Company does not allow
Board to incur such expenditure keeping in mind that the results are made available for investors
and market through Stock Exchange. The Company, on timely basis submits the results to the
Exchange to bring the information in public domain.

b) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015 - Payment of
Annual Listing Fees to Stock Exchange within 30 days from Financial Year end.

The Company did not have adequate funds to pay full Listing Fees at stipulated time, so Company
had made delayed payment for 2023-2024.

c) The Composition of the Nomination & Remuneration Committee is not adequate and proper as
required under Section 178(1) of Companies Act, 2013 and under Regulation 19(1)(b) and (c) of SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015.

Company has appointed 2 Independent Directors and have reconstituted the Committees of the
Board.

d) Composition of Board of Directors is not aligned with the Section 152 of the Companies Act, 2013.

Company has appointed 2 Independent Directors to meet the Compliance requirements and for the
better Composition of the Board.

18. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The Vigil Mechanism
Policy has been uploaded on the website of the Company under investors/policy documents/Vigil
Mechanism Policy link.

19. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews
the risk and suggests steps to be taken to control and mitigate the same through a proper defined
framework.

20. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this
Annual Report as ANNEXURE I.

21. 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 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.

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo are nil during
the year under review.

23. INDUSTRIAL RELATIONS

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

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly
assessed and strengthened with new/revised standards operating procedures. The Company''s
internal control system is commensurate to the size, scale and complexities of its Operations.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contracts or arrangements with related parties specified under
Section 188 of Companies Act, 2013.

26. LISTING WITH STOCK EXCHANGES

The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The Company is
currently suspended on Calcutta Stock Exchange.

27. OTHER INFORMATION

Your Directors hereby states that no disclosure or reporting is required in respect of the following

items as there were no transactions on these items during the year under review:

1. There are no contracts or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013.

2. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186
of the Companies Act, 2013;

3. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is
not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative
thereon;

4. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to
state anything about the same;

5. The Company has not accepted deposits covered under Chapter V of the Act;

6. No significant material orders were passed by the regulators or courts or tribunals impacting the
going concern status and company''s operations in future.

7. Since, the Company having paid-up capital less than the threshold provided under Regulation 27 of
the Listing Regulation, hence, the Company need not required to address Reports on Corporate
Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report

8. There are no employees who are in receipt of salary in excess of the limits prescribed under
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to

achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai Vishal Dedhia Hetal Dave

Date: 30^th August, 2024 Whole-time Director & CFO Director

DIN: 00728370 DIN: 08397075

1

Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain was appointed
w.e.f. 16-07-2024 and he is also appointed as Chairperson for Audit Committee.

2

Mr. Vishal Dedhia, Director of the Company Resigned from the Audit Committee w.e.f. 30-08-2024 and

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Report for the financial year ended 31st March 2014.

FINANCIAL RESULTS

(Figure in Rs.)

Loss for the year (5,68,232)

Less: Loss brought forward from the previous year (9,64,15,033)

Balance carried to Balance Sheet (9,69,83,265)

FINANCIAL PERFORMANCE

Your Director are positive about the Company''s operations and making best efforts to implement the cost reduction measures to the extent feasible.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

Your Directors confirm:

(i) that in the preparation of the annual accounts, the appficable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31s* March 2013 and of the profits of your Company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit.

LISTING OF SHARES

The Company''s shares are listed on the stock exchanges of Kolkata and Mumbai.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956

In view of the present state of affairs of your Company, there is no matte r for reporting on Environment Safety and Information pursuant to Section 217 of the Companies Act, 1956.

DIRECTORS

During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar resigned from the directorship of the Company w.e.f. 07th April, 2013 & 11th May, 2013. The Board appreciates and places on record the valuable contribution, guidance and advice received from them.

Mr. Shane Ahmed Warsi was appointed as an additional director of the Company w.e.f. 11th March 2013, and his tenure of office of Additional director expires at the ensuing Annual General Meeting to be held on 27th September 2013. In this connection, the Company has not received any correspondence from Mr. Shane Ahmed Warsi showing his intention to continue on the Board and his appointment as a Director at the ensuing Annual General Meeting. In view of this, the Board had in its meeting held on 11th May 2013 decided NOT TO recommend the appointment of Mr. Shane Ahmed Warsi as a Director to the members of the Company. As a consequence, Mr. Shane Ahmed Warsi ceased to be Additional Director from the conclusion of the Last Annual General Meeting held on 27th September 2013.

In accordance with the provisions of the Companies Act, 2013, Mr. Vishal Dedhia, retires by rotation at the ensuring Annual general Meeting and being eligible offers himself for re-appointment.

AUDITOR AND AUDITOR''S OBSERVATION

Mr. Sanjay Kumar Maheswary, Chartered Accountant, Kolkata retire at the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letters from Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment

Auditor''s observation and Management''s explanation to the Auditor''s observation -

The Directors refer to the Auditor''s observation in the Auditor''s Report and as required under Section 134{l)(f)of the Companies Act, 2013, provide their explanation as under:

(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES

Your directors wish to state that the Company is taking all the necessary steps to protect further erosion. The management believes that the business loss is a temporary phenomenon and is working towards the revival of the Company.

(II) OTHER OBSERVATIONS

With reference to the other observations made by the Auditor in his Report, your Directors wish to state that the relevant notes forming part of Company''s Accounts are self explanatory and hence do not require any further explanation from the Board.

PARTICULARS OF EMP1Q Y£.I5

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank all the shareholders of the Company for their confidence and belief in the Company.

On behalf of the Board of Director Sd/-

Dated : 30th May, 2014 Vishal Dedhia Place: Kolkata Director

---

Mar 31, 2013

The Directors have pleasure in presenting their Report for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rupees in lacs)

Profitfor the year 228.30

Less : Loss brought forward from the previous year 1192.45

Balance carried to Balance Sheet (964.15)

ACTIVITIES

The Board of Directors of your Company is pleased to inform you that the trading in the equity shares of the Company was successfully resumed on Bombay Stock Exchange (BSE) during the year under review. BSE revoked the suspension in the securities of Company w.e.f. 6th December, 2012.

Your directors arepositive about the Company''s operations and are making their best efforts to implement the cost reduction measures to the extent feasible.

CHANGE IN MANAGEMENT AND CONTROL OF THE COMPANY

During the year under review, M/s.Edge Consultancy Services LLP ("Acqui rer") have acquired 34,12,597 equity shares of Rs.10/- each, representing 62.04% equity stake and voting rights accompanied with effective management control of the Company from erstwhile promoters by entering into Share Purchase Agreement and after complying with the requirements of Open Offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is appended to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financia I year ended 31st March 2013 and of the profits of your Company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit.

LISTING OF SHARES

The Company''s shares are listed on the stock exchanges of Kolkata and Mumbai.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 19S6

In view of the present state of affairs of your Company, there is no matter for reporting on Environment Safety and Information pursuant to Section 217 of the Companies Act, 1956.

DIRECTORATE

During the year under review, Mr. Bharat Mohta and MrJaichand Jhawar resigned from the directorship of the Company w.e.f. 07th April, 2013 & 11th May, 2013. The Board appreciates and places on record the valuable contribution, guidance and advice received from them.

Mr. Shane Ahmed Warsi was appointed as an additional director of the Company w.e.f. 11th March 2013, and his tenure cf office of Additional director expires at the ensuing Annual General Meeting to be held on 27th September 2013. In this connection, the Company has not received any correspondence from Mr. Shane Ahmed Warsi showing his intention to continue on the Board a nd his appointment as a Director at the ensuing Annual General Meeting. In view of this, the Board has in its meeting held on 11th May 2013 decided NOT TO recommend the appointment of Mr. Shane Ahmed Warsi as a Director to the members of the Company. As a consequence, Mr. Shane Ahmed Warsi shall cease to hold office of Additional Director from the conclusion of the ensuing Annual General Meeting to be held on 27th September 2013.

Mr.Mahendra Ganatra was appointed as ''Additional Director" of the Company w.e.f. 07th April 2013 to hold the office till the conclusion of the ensuing Annual General Meeting. The Company has received notice under Section 257 for his appointment as Director in the forthcoming Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Namrata Malu retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The board recommends the re-appointment which will be beneficial to the company.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuing Annual General Meeting are provided in the Annual report.

AUDITOR AND AUDITOR''S OBSERVATION

Mr. Sanjay Kumar Maheswary, Chartered Accountant, Mumbai retire at the forthcoming Annual General Meeting and is eligible for re-appointment. The certificate under Section 224(1B) of the Companies Act, 1956 has been obtained as required.

Auditor''s observation and Management''s explanation to the Auditor''s observation -

The Directors refer to the Auditor''s observation in the Auditor''s Report and as required under Section 217(3) of the Companies Act, 1956, provide their explanation as under:

(I) EROSION OF NET WORTH OF THE COMPANY DUE TO ACCUMULATED LOSSES

Your directors wish to state that the Company is taking all the necessary steps to protect further erosion. The management believes that the business loss is a temporary phenomenon and is working towards the revival of the Company.

(II) OTHER OBSERVATIONS

With reference to the other observations made by the Auditor in his Report, your Directors wish to state that the relevant notes forming part of Company''s Accounts are self explanatory and hence do not require any further explanation from the Board.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particu lars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to thank all the shareholders of the Company for their confidence and belief in the Company.

On behalf of the Board of Director

Sd/-

Dated : 11th May, 2013 Vishal Dedhia

Place : Kolkata Director

---

Mar 31, 2011

The Directors present the Annual Report and Audited accounts of the Company or the ended 31st March, 2011.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year (0.12),

Add: Loss Brought forward from the previous year (1191.37)

Balance Carried to Balance Sheet (1191.49)

GENERAL

In view of circumstances reported earlier, at present there is no activity in the Company. The management's efforts to arrange finance and opportunity to start the business a fresh could not materialized as yet. However efforts are going on.

ENVIRONMENT & SAFETY AND INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. Vaebhav Bhatter retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that -

In preparation of Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual account on a going concern basis as described in note no. 3 of Schedule 5.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Company's Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee are not being paid to the Stock Exchanges.

DIRECTORS' REPORT (Contd.)

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish-to place on record the great patience shown by the Shareholders and would like to extend our sincere thanks to them.

On behalf of the Board

K. K. Mohta

Kolkata, 4th August, 2011 Director

---

Mar 31, 2010

The Directors present the Annual Report and Audited accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year (0 14)

Add: Loss Brought forward from the previous year (1191 23)

Balance Carried to Balance Sheet (1191.37)

GENERAL

As Reported earlier, the management is still desirous to start the business a fresh, for which necessary efforts are going on to get required finance and opportunity. However at present there is no activity in the Company.

ENVIRONMENT ANDSAFETY & INFORMATION PURSUANTTO SECTION 217 OFTHE COMPANIES ACT 1956. .

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. Bharat Mehta, retires by rotation and being eligible offer himself for re-appointment. .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that -

In preparation of Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departure.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors had prepared the annual account on a going concern basis as described in note no 3 of Schedule 5.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Company's Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee are not being paid to the Stock Exchanges.

DIRECTORS'REPORT (Contd.)

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary, Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record the great patience shown by the Shareholders and would like to extend our sincere thanks to them.

On behalf of the Board K. K. Mohta

Kolkata, 11th August, 2010 Director

---

Mar 31, 2009

The Directors present the Annual Report and Audited accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS (Rupees in lacs)

Loss for the year 0.35

Add: Loss Brought forward from the previous year (1190.88)

Balance Carried to Balance Sheet (1191.23)

GENERAL

As you are aware, due to erosion of net worth, company was referred to BIFR and consequently assets were disposed off to pay the liabilities in terms of their order. Since then there is no activity in the company, but the management is still desirous to start the business a fresh upon getting opportunity and finance.

DIRECTORS REPORT (Contd.) AUDIT COMMITTEE

Audit Committee of your Company, has supervised the financial statement / transactions and held 2 (two) meetings during the year to review the companys affairs.

ENVIRONMENT AND SAFETY & INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956.

In view of the present state of affairs of your company, there is no matter for reporting on environment safety and information pursuant to Section 217.

DIRECTORATE

Mr. K. K. Mohta, retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors state that - In preparation of Annual Accounts, the applicable accounting standard has been followed along with proper explanation relating to material departure.

The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and the Loss of the Company for that period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual account on a going concern basis as described in note no. 3.

FIXED DEPOSIT

The Company has not accepted any fixed deposit.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

The Companys Shares are listed on the Stock Exchanges of Kolkata and Mumbai. Due to financial constraints listing fee could not be paid in full to the Stock Exchanges.

AUDITORS

The retiring Auditor Mr. Sanjay Kumar Maheswary,Chartered Accountant, being eligible offer himself for re-appointment. The Certificate under sub-section 1B of Sec. 224 of Companies Act, 1956 has been obtained as required.

The notes to the accounts, referred to in the Auditors Report, are self explanatory and therefore do not call for any further comment on the auditors Report under section 217 (3) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to place on record the great patience shown by the Shareholders during the difficult period, which the Company has faced and would like to extend our sincere thanks to them.

On behalf of the Board

K. K. MOHTA

Kolkata, 10th August, 2009 Director