Shree Narmada Aluminium Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors have pleasure in presenting the 43™ Annual Report together with the Audited Accounts of the Company for the financial year ended
March 31,2024.

1. FINANCIAL RESULTS:

In Thousand I''AIUU

Particulars	2023-2024 (Rs.)	2022-2023 (Rs.)
Total Revenue
- Revenue from Operations	-	-
- Other Income	-
Total	-	-
Total Expenditure	2,781.07	1427.97
Profit before Tax	(2,781.07)	(1427.97)
Exceptional items - Prior Period Expenses	-	-
Provision for Tax
- Current Tax
- Tax expense (reversal) / provision for earlier years	-	-
Deferred Tax (Credit)	-	-
Profit/(Loss) After Tax	(2,781.07)	(1427.97)
Other comprehensive income
Total comprehensive income for the year (net of tax]	(2,781.07)	(1427.97)
Profit brought forward from previous year	-	-
Profit available for appropriation	-	*
Appropriations:
- Interim dividend	-	-
- Dividend distribution tax on interim dividend	-	-
¦ Final equity dividend
- Dividend distribution tax on final dividend	-	-
- Dividend distribution Tax Credit	-
- Balance Carried Forward to Balance Sheet	(2,781.07)	(1427.97)

1. TRANSFER TO RESERVE:

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General
Reserve pertaining to F.Y 2023-2024.

2. DIVIDEND:

in view of the accumulated losses, your directors are not in a position to recommend any dividend for the year under review and regret for the
same,

3. THE STATE OF COMPANY''S AFFAIRS AND OUTLOOK:

On account of general adverse market conditions for metal industries and due to the Court Receiver has taken possession of the factory premises,
the Company''s operation has been stopped. There is no revenue during the financial year and the Company has ended the financial year with a
loss of Rs, (2,781,07}/-. (Amount in thousand]

As already inform in the earlier years, that in spite of the Scheme of Compromise and/or Arrangement U/5ec 391-392, being sanctioned by the
Hon''ble High Court of Gujarat by its order dated 16-5-2008 and ICICI and in its place Kotak Mahindra Bank Ltd. being paid over all that was payable
to it under the Scheme, Kotak Mahindra Bank Ltd. has approached the Hon''ble DRT-III Mumbai. The DRT - III by its ex-parte order dated 05-01¬
2015 appointed a Receiver with physical possession of the Company''s factory. On an application before the DRT- III, by order dates 5/10/2015,
the said order was modified and the Company''s Lessee was directed to be put in possession, with receiver being in formal possession. By order
dated 5/10/2015, Kotak Bank challenged the said order claiming exclusive physical possession, however, the DRAT Mumbai by its order dated

4/01/2023, rejected Kotak banks Appeal, Subsequently the Company''s Appeal, seeking setting aside appointment of the Receiver, came to be
Rejected by the DRAT, Mumbai, by its order dated 27/07/2022. The Company has Filed Writ Petition Dtd.29^,h September 2023 in Mumbai High
Court No. O.O.C.J WP. No. 2660 of 2024 & 4418 of 2024. The Company, believes and is advices that the said order of appointment of the Receiver
is erroneous and is therefore vigorously trying to get the said order vacated and restore the possession to the Company.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 5,00,00,000 /-(Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) equity shares of
Rs.10/- (Rupees Ten each) and

The Issued and Paid-up Capital of the Company during the year stood at Rs. 52,08,97Q/-{ Rupees Fifty-Two Lakhs Eight Thousand and Nine Hundred
Seventy only) divided into 5,20,897 (Five Lakhs Twenty Thousand Eight Hundred Ninety Seven) equity shares of Rs. 10/- (Rupees Ten each).

5. BOARD MEETINGS / COMMITTEE MEETINGS:

Board Meeting

06 (Six) Board meetings were held in the financial year 2023-2024

The same were held as under:

1. 20-04-2023

2. 25-05-2023

3. 03-08-2023

4 04-09-2023

5. 02-11-2023

6. 06-02-2024

Audit Committee

04 (Four) Audit Committee meetings held during the financial year 2023-2024.

The same were held as under

1. 25-05-2023

2. 03-08-2023

3. 02-11-2023

4. 06-02-2024

Nomination and Remuneration Committee

Nomination and Remuneration committee meetings were held during the financial year 2023-2024. The same were held on 11-11-2023,
Stakeholders Committee

Stakeholders Committee meeting held during the financial year 2023-2024. The same was held on:

1. 25-05-2023

2. 03-08-2023

3. 02-11-2023

4. 06-02-2024

6. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of 134 (5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the
same;

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

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

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
are operating effectively; and

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

7. STATEMENT ON INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil 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.

They have registered their names in the Independent Directors'' Databank. However, the examination of independent directors is in process.

The Board believes that the Independent Directors of the Company possess requisite qualifications, experience, expertise and proficiency and
they hold the highest standards of integrity

8. WEB LINK FOR THE ANNUAL RETURN:

In accordance with Sections 92(3) read with 134(3)(a) of the Companies Act 2013 and Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the extract of the Annual Return of the Company for the financial year 2023-24 is available on the website of
the Company at www.snailbh.in

9. COMPANY''S POLICY RELATING TO DIRECTORS:

The Company''s policy relating to appointment of Directors, payment of managerial remuneration, directors'' qualifications, positive attributes,
independence of directors and other related matters as provided under section 178(3) of The Companies Act 2013 in furnished in Annexure ''A''
The policy has been updated on company website,

10. COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK:

Statutory Auditor

The observations in the Auditors report and the notes on Financial Statements referred are self-explanatory and do not call for any further
comments.

Secretarial Auditor

The observations in the Secretarial Audit Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

12. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties as defined under the Companies
Act, 2013 and Clause 49 of the Listing Agreement/ Regulation 23 of Listing Obligations and Disclosure Requirements were in the ordinary course
of business and on an arm''s length basis, therefore. Form AOC - 2 is not applicable to the Company.

13. MATERIAL CHANGES:

In spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05,2008, M/s, Kotak Mahindra Bank claiming to
be the assignee of ICICI Bank, approached to Honorable DRT Mumbai, By Ex-parte order dated 05.01.2015, the Honorable DRT-III Mumbai passed
an order and appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of factory prem ises
on 6th August 2015. On an application before the DRT- III, by order dates 5/10/2015, the said order was modified and the Company''s Lessee
was directed to be put in possession, with receiver being in formal possession. By order dated 5/10/2015, Kotak Bank challenged the said order
claiming exclusive physical possession, however, the DRAT Mumbai by its order dated 4/01/2023, rejected Kotak banks Appeal. Subsequently the
Company''s Appeal, seeking setting aside appointment of the Receiver, came to be Rejected by the DRAT, Mumbai, by its order dated 27/07/2022.
The Company has Filed Writ Petition Dtd.29^th September 2023 in Mumbai High Court No. Q.O.C.J WP. No. 2660 of 2024 & 4418 of 2024 The
said order is challenged, and the Company is continuously making reasonable efforts to get the said Order vacated, Due to this the Company''s
operation has been stopped since August - 2015. Due to this reason, the Company''s rent income towards lease rent has been stopped.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the present nature of activity, the provisions of Section 134(m) of the Companies Act, 2013 in respect of Conservation of energy etc.
is not applicable to the company.

There was no foreign exchange inflow or outflow during the year under review.

15. RISK MANAGEMENT:

The company''s entire manufacturing unit is still acquired by the Court Receiver appointed by DRT-III Mumbai., under securitization act and as a
result, the company has moved an application before appellate authority. Till the company re-obtain the possession your company is not able to
start commercial production.

16, CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 is not applicable to your Company for the current year.

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 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,

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

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

The Directors expressed their satisfaction with the evaluation process

18, SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY:

Company does not have any subsidiary / Joint venture/ other associate company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

During the year, your Company has optimum combination of executive as well as non-executive Directors in compliance with Regulation 17 of the
Listing Regulations as amended from time to time

BOARD OF DIRECTORS OF THE COMPANY AS ON MARCH 31. 2024:

Sr No	Name	Designation
1	Kantilal Bhuralal Patel	Managing Director
2	Milan Rambhai Patel	Director
3	Amrutaben Kantilal Patel	Director
4	Bharat Ashwin Manek	Independent Director
5	Shakuntala Rajesh Chavan	Independent Director

CHANGES DURING THE YEAR:

Mr. Kantilal Bhurala! Patel, Director was liable to retire by rotation, and being eligible, had offered himself for the re-appointment at the 42^nd Annual
General Meeting held on 28^th September, 2023. The shareholders'' approval was sought at the 42^nd Annual General Meeting for reappointment
of Mr. Kantilal Bhuralal Patel, Director and Non - Independent Director, based on the recommendation of the Nomination and Remuneration
Committee and Board.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act, following are the Key Managerial Personnel of the Company:

Sr No._Name_Designation_

1 _Kantilal Bhuralal Patel_Managing Director_

2 _Milan Rambhai Patel_CFO(KMP)

3 Sava I i Patil Company Secretary

20. Disclosure under Section 197 (12) and rules 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014:

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed
at "Annexure - B" to this report.

21. Statement of Particulars of Employees Pursuant to Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:

(i) Name of top 10 employees in terms of remuneration draw

Designation of the Employee	Remuneration received	Nature of Employment, whether contractual or otherwise	Qualification & Experience of the Employee	Date of commencement of employment	Age of such employee	The last employment held by such employee before joining the Company	Percentage of equity shares held
Sayali Patil	Rs.72,000 PA	Company Secretary	4 years of experience in the field of Company Secretary and Legal Compliances	13/02/2021	30 years	Employee at MSN Associates, Company Secretaries.	Nil

(ii) Employed throughout the year and were in receipt of remuneration of not less than Rs. 1,02 Cr. per annum
Not Applicable

(iii) Names of employees employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lacs per month.

Not Applicable

Note;

1. The percentage of equity shares held by above mentioned employees are NIL as on 31^st March, 2024.

2. None of the Company''s employees Is related to any directors of the company.

22. AUDITORS:

STATUTORY AUDITOR

The Auditors M\s SVH & Associates, Chartered Accountants, Mumbai the present statutory auditors are appointed in the Annual General Meeting
held in the year 2022, as per the provisions of Section 139 of the Companies Act, 2013 for a period of 5 years, i.e. till the conclusion of Annual
General Meeting to be held in the year 2027.

SECRETARIAL AUDITOR

M/s Saurabh Shukla & Associates, Practicing Company Secretaries (Membership No. F11753, CP N0.17845) has been appointed as Secretarial
Auditor for the financial year 2023-2024.

The Secretarial audit report is appended as an Annexure-C to this report.

INTERNAL AUDITORS

M/S Pranav B Raval & Associates Chartered Accountants has been appointed as Internal Auditors for the financial year 2023-2024.

23. DEPOSITS:

The Company has not received any amount of deposit during the financial year under review.

24. SIGNIFICANT AND MATERIAL ORDER IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

As informed, in spite of dues are paid to ICICI Bank under the order of Honorable High Court of Gujarat dated 16.05.2008, M/s. Kotak Mahindra
Bank claiming to be the assignee of ICICI Bank, approached to Honorable DRT Mumbai, By Ex-parte order dated 5.1.2015, the Honorable DRT-ill
Mumbai passed an order appointed Court Receiver to take the physical possession of the factory. The Court Receiver has taken possession of
factory premises on 6^th August 2015. The said order is challenged and the Company is continuously making reasonable efforts to take relief from
the said Order. Due to this the Company''s operation has been stopped since August - 2015. As result a rent towards lease rent premises from
lessee has been stopped.

25. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial control system with reference to the Financial Statements for ensuring the orderly and efficient
conduct of its business, including adherence to 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.

26. POLICY ON SEXUAL HARASSMENT:

The company has zero tolerance for Sexual Harassment at Workplace and has adopted a policy on prevention, prohibition and redressal of Sexual
Harassment. The company has constituted an Internal Complaints Committee in accordance with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) Is set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

27. CORPORATE GOVERNANCE REPORT:

In terms of circular SEBI CIR/CFD/Pollcy Cell/7/2014 dated 15^th September, 2014 issued by SEBI, the amended clause 49 of Equity Listing Agreement
and as stipulated under the Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is not mandatory for
the time being in respect of Companies having paid up share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as on
the last day of previous financial year. In view of the above separate corporate governance report is not provided.

28. VIGIL MECHANISM:

The Company has established a Vigil Mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees
and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests
of co employees and the Company. The Company have updated the policy on company website. The Vigil Mechanism Policy is appended as an
Annexure ''D'' to this Report.

29. SHARES ;

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issue any Sweat Equity Shares during the year under review.

C. BONUS SHARES:

No Bonus shares were issued during the year under review.

d, EMPLOYEE STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the Employee.

30. COMPLIANCE OF SECRETARIAL STANDARD:

The Company has devised proper systems to ensure compliance with the provisions of al l applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and that such systems are adequate and operating efficiently.

31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING YEAR:

During the year, your Company has not made any application nor there is any proceeding pending under the Insolvency and Bankruptcy Code,
2016 as at the end of the financial year

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS:

During the year, your Company has not Initiated One Time Settlement with the Banks or Financial Institutions and therefore no details are required
to be furnished

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT: -

There are no such frauds reported by auditors under sub-section (12) of section 143.

34. APPRECIATION:

Your directors would further like to record their appreciation of the efforts by the management of the Company and wish to express their gratitude
to the Members for their continued trust and support.

On Behalf of the Board of Directors,

SD/- SD/-

Place: Mumbai Kantilal B. Patel Milan Rambhai Patel

Date:02/Q9/2024 Managing Director Director and CFO

DIN:01441306 DIN:02143088

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their Thirty Third Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

01. SUMMARIZED OPERATIONAL RESULTS:

For the For the Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

Sales (Net) 4,51,73,803 7,62,68,085

Profit / (Loss) before Depreciation 45,52,109 (6,33,113)

Depreciation 8,87,791 9,53,457

Profit / (Loss) for the year 36,64,318 (15,86,570)

Provision for Tax Nil Nil 02. DIVIDEND:

In absence of sufficient profits, your Directors regret their inability to recommend dividend this year and regret for the same.

03. REVIEW OF CURRENT PERFORMANCE:

On account of general depressed market conditions for metal industries, Company''s operation were adversely affected during the year and due to this Company''s turnover marginally decrease from 762.68 lacs to 451.74 lacs. During the year Company has written off old balances of Creditors and due to this, the Company has ended the financial year with a profit of 36.64 Lacs.

04. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever necessary;

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

(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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''Going Concern'' basis.

05. AUDITORS REPORT:

The notes on Financial Statement referred to in the Auditors Report are self explanatory and do not call for any further comments..

06. AUDITORS:

M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai, the Auditors of the Company, shall retire at the ensuing Annual General Meeting and is eligible for re-appointment.

According to the Section 139(1) of the Companies Act, 2013 and Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 which has become effective from 1st April, 2014, the Auditor Appointed at the ensuing Thirty Third Annual General Meeting shall hold office from the conclusion of Thirty Third Annual General Meeting till the conclusion of Thirty Sixth Annual General Meeting of the Company.

The Company has also obtained consent from the firm to act as Statutory Auditor of the Company.

07. DELISTING OF EQUITY SHARES

During the year, the Company''s Equity Shares have been delisted from the Vadodara Stock Exchange Ltd., Vadodara and also from the Ahmedabad Stock Exchange Ltd, Ahmedabad pursuant to SEBI (Delisting of Equity Shares) Regulations 2009.

The said delisting was as per the voluntary basis. The Equity Shares of the Company at present listed at The Bombay Stock Exchange Ltd (BSE).

08. FIXED DEPOSITS:

The Company has not accepted any deposits as defined under Section 58A of the Companies Act 1956 read with Companies Acceptance of Deposits Rules 1972.

09. AUDIT COMMITTEE

During the year the Audit Committee Meetings were held as per the provisions of Listing Agreements with the Stock Exchanges. The details about the functioning of the committee are enumerated in the Corporate Governance forming part of this report.

10. CORPORATE GOVERNANCE

In pursuance to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form part of this Report.

11. PERSONNEL:

None of the employees of the Company was in receipt of remuneration, for the financial year ended 31.03.2014 as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

12. INSURANCE:

All Moveable and Fixed Assets are adequately insured.

13. DISCLOSURES:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

During the year your Company has made trading activities,the particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not furnished in the Annexure, the information on this aspect may be treated as NIL

(b) ENVIRONMENTAL CONTROL AND ABATEMENT OF POLLUTION:

Your Company is Engineering Company and hence, information on this aspect may be treated as "NIL".

14. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by the Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Regd. Office 95/1 Bharuch Palej Road, Bholav Dist.(Bharuch) (KANTILAL B. PATEL) Gujarat - 392 001. CHAIRMAN AND MANAGING DIRECTOR

Bharuch Date : 29th May, 2014

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Mar 31, 2013

To, THE MEMBERS of SHREE NARMADA ALUMINIUM INDUSTRIES LTD.

The Director are pleased to present their Thirty Second Annual Report together with Audited Accounts of the Company for the year ended 31st March 2013.

01. SUMMARIZED OPERATIONAL RESULTS

For the For the Year ended Year ended 31.03.2013 31.03.2012 Rs. Rs.

Sales (Net) 7,62,68,058 8,12,15,163

Loss before Depredation (6,33,113) 17.34,372

Pep clam 9,53,457 1EUW3

Profit (Loss) for the year (15.86,570) 7.12,499

Provision for Tax NIL Nil

02. DIVIDEND''

In the absence of profits, your Directors regret their Inability to recommend dividend this year as well.

03. REVIEW OF CURRENT PERFORMANCE:

On account of general depressed market conditions, Company''s operation wife adversely affected during that year and due to the Company''s operations resulted in tosses. The Company has ended the financial veal with a loss of Rs,15,86 lakhs.

D4 DIRECTORS'' RESPONSIBILITY STATEMENT:

DIRECTORS''RESPONSIBILITY STATEMENT;

Pursuant to the requirement u/s 2t 7(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is confirmed:

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgment 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 the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going concern basis.

05 AUDITORS REPORT;

The Directors'' wish to draw attention of the shareholders to Note. No.19 of the Auditors Report and other notes which are self explanatory

06 AUDITORS ;

M/s Chokshi & Chokshi, Chartered Accountant, Mumbai. the auditors of Use Company, shall retire at the ensuing Annual General Meeting anal being eligible, offer themselves for re-appointment They nave furnished certificate to the office that their proposed ne-appointment If made. will be in accordance with sub-section (IB} of Section 224 of the Companies Act, 1956

07 FIXED DEPOSITS

The company has not accepted any deposits as defined under Section 58A the Companies Act 1956 read with Companies Acceptance of Deposits Rules 1972

08. AUDIT COMMITTEE

During the year the Audit Committee Meetings were held as per the provision of Listing Agreements With the Stock Exchanges. The details about the functioning of the embattles are Enumerated In the Corporate Governance forming pare or this report.

09 CORPORATE GOVERNANCE

In pursuance to Clause 49 of the listing Agreements with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report ate given elsewhere and from part of this Report.

10 PERSONNEL:

None of the employees of the Company was in receipt of remuneration For the financial year ended 31.03.2013 as prescribed under Companies (Particulars of Employees) Rule. 1975 and hence information as required under section 217F2A) read with Companies (Particulars of Employees} Rule, 1975 is not applicable..

11. INSURANCE;

AH moveable and fixed Assets are adequacy insured

12. DISCLOSURES:

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

During the year your company has made trading activities .the particulars prescribed by the companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 are not treated as NIL.

(b} ENVIRONMENTAL CONTROL AND ABATE Mend OF POLLUTION:

Your Company is an Engineering Company and hence-. the informant on the aspect may bag treated as "NIL

13 ACKNOWLEDGEMENT

Your Directors wish lo place on record their sincere thanes tor the valuable assistants and guidance given by the Dena Bank, Central Government and Slate Government from time to toe. Directors also wish lo note the dedicated services of all- the officers and employee of the Company.

Regd. office

95/1 Bharuch patel Road (K.B.PATEL)

Bholav Dist (Bharuch) CHAIRMAN AND MANAGING DIRECTOR

Gujarat -392001

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Mar 31, 2011

The Directors are pleased to present their Thirtieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

01. SUMMARIZED OPERATIONAL RESULTS:

For the For the Year ended Year ended 31.03.2011 31.03.2010 Rs. Rs.

Sales (Net) 62,348,548 104,373,982

Loss before Depreciation 1,995,454 (9,49,277)

Depreciation 1,249,365 12,93,4134

Profit / (Loss) for the year 746,089 ( 2,242,691)

Provision for Fringe Benefit Tax Nil NIL

Prior period adjustments (130,898) NIL

Net Profit / (Loss) for the year 615,191 (2,242,691)

02. DIVIDEND:

In the absence of sufficient profits, your Directors regret their inability to recommend dividend this year as well.

03. REVIEW OF CURRENT PERFORMANCE:

After leasing out of Plant and Machineries and Land and Building on 05.07.2009, during the year company has achieved profitable level of operations.

04. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever necessary;

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

(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 the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'Going Concern' basis.

05. AUDITORS REPORT:

The Directors wish to draw attention of the shareholders to Note. No.2 in schedule 18 of the Auditors Report and other notes which are self explanatory.

06. AUDITORS :

M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai, the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act,1956.

07. FIXED DEPOSITS

The company has not accepted any deposits as defined under Section 58A of the Companies Act 1956 read with Companies Acceptance of Deposits Rules 1972.

08. AUDIT COMMITTEE

During the year the Audit Committee Meetings were held as per the provisions of Listing Agreements with the Stock Exchanges. The details about the functioning of the committee are enumerated in the Corporate Governance forming part of this report.

09. CORPORATE GOVERNANCE

In pursuance to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form part of this Report.

10. PERSONNEL:

None of the employees of the Company was in receipt of remuneration for the financial year ended 31.3.2011 as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

11. INSURANCE:

All moveable and fixed Assets are adequately insured

12. DISCLOSURES:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to and forming part of this report.

(b) ENVIRONMENTAL CONTROL AND ABATEMENT OF POLLUTION:

Your Company is an Engineering Company and hence, the information on this aspect may be treated as "NIL".

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by the Financial Institutions, Dena Bank, Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Regd. Office

95/1 Bharuch Palej Road,

Bholav Dist.(Bharuch) (K.B. PATEL)

Gujarat - 392 001. CHAIRMAN AND MANAGING DIRECTOR

Bharuch

DATE : 30th August, 2011

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Mar 31, 2010

The Directors are pleased to present their Twenty Ninth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

01 SUMMARISED OPERATIONAL RESULTS : For the For the Year ended Year ended 31.03.2010 31.03.2009 Rs. Rs.

Sales (Net) 10,43,73.982 17.54.97,328

Loss before Depreciation 9,49,277 82,16,136

Depreciation 12,93,414 13,28,727

Loss for the year 22,42.691 95,44,863

Provision for Fringe Benefit Tax NIL 27.505

Prior period adjustments NIL (2,550)

Net Profit / (Loss) for the year (22,42,691) (95,69.818)

02. DIVIDEND:

In the absence of profits, your Directors regret their inability to recommend dividend this year.

03. REVIEW OF CURRENT PERFORMANCE:

During the year under review, as already informed, on 5.7.2009 the Company has leased out Plant and Machinery and Land and Building as per Lease Deed & Lease Agreement Dated 05.07.2009 for a period of Ninety Nine Years to Shree Narmada Architectural Systems Limited for a rent @ Rs. 1,50.000/- p.m. and the Company has also taken a Deposit of Rs. 50,00,000/-.

During the year the Company has transferred certain Assets and Liabilities to M/s Shree Narmada Architectural Systems Limited as per the Lease Deed and Lease Agreement Dated 05.07.2009, for the Net consideration of Rs.4,82,62.572/-.

Apart from the above, as per agreement dated 05.07.2009 Company has also transferred the services of all employees to M/s. Shree Narmada Architectural Systems Limited together with all right, title and interest in and to the employees welfare funds, which shall include Gratuity and Privilege Leave, whether accrued or existing as on the date of execution of the agreement.

The Company has diversified its activities in the field of trading In aluminium. G.C. sheets etc

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA)of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures wherever necessary;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review.

(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 the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on aGoing Concern basts.

04. AUDITORS REPORT:

The Directors wish to draw attention of the shareholders to Note. No.2 in schedule 18 of the Auditors Report and other notes which are self explanatory.

05. AUDITORS :

M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai, the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

06. FIXED DEPOSITS

The Company has not accepted any deposits as defined under Section 58Aof the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1972.

07. AUDIT COMMITTEE

During the year the Audit Committee Meetings were held as per the provisions of Listing Agreements with the Stock Exchanges. The details about the functioning of the Committee are enumerated in the Corporate Governance forming part of this Report.

08. CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreements with the Stock Exchanges. Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form part of this Report.

03. PERSONNEL:

None of the employees of the Company was In receipt of remuneration for the financial year ended 31.3.2010 as prescribed under companies (Particulars of Employees) Rule, 1 975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule. 1975 is not applicable.

10. INSURANCE:

All moveable and fixed Assets are adequately insured

11. DISCLOSURES:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 are furnished in the Annexure to and forming part of this Report.

(b) ENVIRONMENTAL CONTROL AND ABATEMENT OF POLLUTION:

Your Company is an Engineering Company and hence, the information on this aspect may be treated as "NIL".

12. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by the Financial Institutions. Dena Bank, Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Regd. Office

95/1 Bharuch Palej Road,

Bholav Dist.(Bharuch) (Kantilal B. Patel)

Gujarat - 302 001. CHAIRMAN AND MANAGING DIRECTOR AND CEO

Bharuch

DATE : 28th August 2010

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Mar 31, 2009

The Directors are pleased to present their Twenty Eighth Annual Report together with the Audited Accounts of the Company for the year ended 31 st March 2009.

SUMMARIZED OPERATIONAL RESULTS:

For the For the

Year ended Year ended

31.03.2009 31.03.2008

Rs. Rs.

Sales (Net) 17,54,97,328 15,56,01,064

Loss before Depreciation 82,16,136 97,70,554

Depreciation 13,28,727 15,88,917

Loss for the year 95,44,863 1,13,59,471

Provision for Fringe Benefit Tax 27,505 19,079

Prior period adjustments (2,550) 71,538

Net Profit / (Loss) for the year (95,69,818) (1,14,50,088)

DIVIDEND:

In the absence of profits, your Directors regret their inability to recommend dividend this year.

REVIEW OF CURRENT PERFORMANCE:

During the year under review your Company has undergone restructuring of capital and debts as per the Scheme of Compromise. This Scheme was approved by Honble High Court of Gujarat on 16/05/2008. Salientfeaturesofthe Scheme are:

1. Total amount of Rs. 200.00 lacs to be paid amongst the Secured Creditors in full and final settlement of their dues.

2. To issue and allot 1,83,564 shares of Rs. 10/- each at a premium of Rs. 740 per share to the promoters.

3. Cancelling the face value of issued, subscribed and paid-up shares to the extent of Rs. 9 per share and upon such cancellation each fully paid share of the Company to be converted to 1 fully paid-up shares of Re. 1/- each.

4. To consolidate thereafter the Share Capital and issue to the Shareholders 1 (One) fully paid- up share of Rs. 10 each for every 10 Shares of Re. 1/- each issued to them in terms of para 3 above.

5. The Unsecured Creditors

a) towards loan from promoters, Friends and Associates shall in full and final satisfaction of the sums respectively due to them as on the Balance Sheet date, accept from the Company equity shares of Rs. 10/- each at a premium of Rs. 740 per share and to issue and allot 1,83,564 shares to them.

b) towards supply of materials shall in full and final settlement of the sums respectively due to them as on the date of balance sheet accept from the Company a sum equal to 25% of the amount due to them and to issue and allot 22433 shares to other 2 Unsecured Creditors.

Towards implementation of this Scheme, the Company has

- repaid its entire debts to all the Secured Creditors by paying Rs. 200.00 Lacs and your Company has now become a debt free Company.

- issued 1,83,564 shares of Rs. 10 each to some Unsecured Creditors of the Company at a premium of Rs. 740 per share.

- The existing capital of RS. 3,14,90,010 has been restructured and reduced to Rs. 52,08,970 divided into 5,20,897 equity shares of Rs. 10/- each.

- The unsecured debts amounting to Rs. 131 Lacs is to be repaid within a period of 60 months.

The Company has made two separate applications to the Stock Exchanges in respect of increase in capital and restructure in the capital. Both the applications are under consideration and till the application gets approved the script of the Company at the Bombay Stock Exchange has been suspended.

The Company has diversified its activity in the field of trading in aluminium rods, ingots etc.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31 st March, 2009, the applicable accounting standards have been followed alongwith proper explanation relating to material departures wherever necessary;

(it) That the Directors have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for the year under review.

(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 the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2009 on a Going Concern basis.

AUDITORS REPORT:

The Directors wish to draw attention of the Shareholders to Note No. 2 in schedule 18 of the Auditors Report and other notes which are self explanatory.

AUDITORS:

M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai, the auditors of the Company, shall retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. They nave furnished a certificate to the effect that their proposed re-appointment if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted any deposits as defined under Section 58A of the Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1972.

AUDIT COMMITTEE:

During the year the Audit Committee Meetings were held as per the provisions of Listing Agreements with the Stock Exchanges. The details aboufthe functioning of the Committee are enumerated in the Corporate Governance forming part of this report.

CORPORATE GOVERNANCE:

In pursuance to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis Report are given elsewhere and form part of this Report.

PERSONNEL:

None of the employees of the Company was in receipt of remuneration, for the financial year ended 31.3.2009, more than the limit as prescribed under Companies (Particulars of Employees) Rule, 1975 and hence information as required under section 217(2A) read with Companies (Particulars of Employees) Rule, 1975 is not applicable.

INSURANCE:

All moveable and fixed Assets are adequately insured DISCLOSURES:

(a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars prescribed by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in theAnnexure to and forming part of this report.

(b) ENVIRONMENTAL CONTROLAND ABATEMENT OF POLLUTION:

Your Company is an Engineering Company and hence, the information on this aspect may be treated as "NIL".

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks for the valuable assistance and guidance given by the Financial Institutions, Dena Bank, Central Government and State Government from time to time. Your Directors also wish to note the dedicated services of all the officers and employees of the Company.

Regd. Office:

95/1 Bharuch Palej Road,

Bholav Dist.(Bharuch) Kantilal B. Patel

Gujarat - 392 001. CHAIRMAN AND MANAGING DIRECTOR

Bharuch

Date: 31st August 2009