Siddheswari Garments Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors take pleasure in presenting the Thirtieth Annual Report and Audited Financial
Result of the Company for the year ended on 31st March, 2024.

FINANCIAL RESULTS (Rs. in Hundred)

	Financial year	Financial year
	ended 31.03.2024	ended 31.03.2023
Net Sales	—	—
Other Income	29428.36	29707.65
Total Revenue	29428.36	29707.65
Less: Total Expenditure	25963.22	28037.46
Gross Profit/Loss	3465.14	1670.19
Less: Depreciation	1519.42	1519.42
Profit/Loss Before Tax (PBT)	1945.72	150.77
Less: Provision for Income Tax	900.93	759.25
: Deferred Tax	-294.66	-377.44
Tax Expenses for early year	—	—
Net Profit/Loss (PAT)	1339.45	-231.04
Other Comprehensive Income	369266.14	189931.35
Total Comprehensive Income for the year	370605.59	189700.31

PERFORMANCE

Your Company’s performance during the year under review has overall improved. The Company’s
Profit after tax for the financial year 2023-2024 has increased from loss of Rs. 231.04 in the preceding
financial year to profit in the current financial year amounting to Rs. 1339.45. Your Directors as always
are optimistic about the growth of the Company and thus, they are constantly searching new opportunities
to take the organisation to the next level.

INTERNAL FINANCIAL CONTROL

Your Company is committed to constantly improving the effectiveness of internal financial controls and
processes for the efficient conduct of its business operations and ensuring security to its assets and
timely preparation of reliable financial information. In the opinion of the Board of Directors, the internal
financial control system of your Company is commensurate with the size, scale and complexity of business
operations of your Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the
opinion of the Board of Directors and were operating effectively during the Financial Year 2023-24

The Company has a proper system of internal controls to ensure that all the assets are safeguarded and
protected against loss from unauthorized use or disposition and that transactions are authorized, recorded
and reported correctly.

DIVIDEND

In view of retaining the available surplus for future business growth, your Directors refrain from
recommending payment of dividend for the year.

ACCOUNTING STANDARDS

You are aware that prior to 1st April 2017 financial statement were prepared and disclosed in compliance
with the then applicable accounting standard (INDIAN GAAP) where as i.e.,2017 it has been made
compulsory to use and adopt IND-AS as prescribed by the ICAI for preparing a financial statements and
making disclosure there under.

TRANSFER TO RESERVE

The Company is not required to transfer any amount to Reserve under the provisions of the Companies
Act, 2013.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Unpaid /Un-claimed Dividend Balance in the company‘s books of account as at the end of F Y
2023-24 is NIL.

STATUTORY AUDITORS AND THEIR REPORT

M/s R K BAJAJ & CO. (FRN 314140E), Chartered Accountants, have been appointed under the provisions
of Section 139 of the Companies Act, 2013 for a period of 5 (Five) years, whose period in office expires
at the conclusion of the forthcoming Annual General Meeting in the year 2024.

They being eligible to be re-appointed under the provisions of Section 139 of the Companies Act, 2013
and therefore, they are proposed to be re-appointed for a further period of 5 (Five) years, whose period
in office expires at the conclusion of the Annual General Meeting to be held in the year 2029.

The report of the Auditors when read with notes and schedules are self explanatory and need no further
elaboration.

EXTRACT OF ANNUAL RETURN

In Terms of Section 92(3) of the Companies Act, 2013, a copy of the Annual Return of the Company for
the financial year ended 31.03.2024 will be posted on the website of the company under the link:
www.siddheswarigarments.co.in

DIRECTORS

APPOINTMENT

Mr. Abhishek Poddar (DIN: 00119347) being a Non-Executive rotational director, is due to retire at the
forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill the requirements
to be qualified for their appointment as Independent Direcotrs under the provisions of the Companies
Act, 2013 u/s 149(7) as well as applicable provisions of SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONAIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, your Directors hereby confirm and State that:-

• In the preparation of the Annual Accounts, the Accounting Standard laid down by ICAI, have been
strictly followed.

• The directors have selected such accounting polices and adopted them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit & loss of the company
for the period.

• Proper and sufficient care has been taken for the maintenance of adequate records in accordance
with provisions of the Companies Act. for safeguarding the assets of the Company and detecting
fraud and other irregularities:

• The Annual accounts have been prepared on the ‘On-Going’ concern basis.

• Laid down internal financial controls to be followed by the company and that such internal financial
control are adequate and were operating effectively.

• Devised proper systems to ensure compliance with the provisions of all applicable laws and that
such system were adequate and operating effectively

LISTING OF SHARES

The shares of the company are listed on the stock exchanges at Bombay BSE and Calcutta CSE.

DETAILS OF DIRECTOR & KEY MANAGERAL PERSONS INCLUDING THOSE WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR:-

MMr. Abhishek Poddar : Non Executive, Non- Independent Director

Mrs. Riti Poddar : Woman, Non Independent Director

Mr. Sanjay Kumar Shah : Executive Whole Time Director & CFO

Mr Uma Nath Singh : Non Executive, Independent Director

Mr. Satya Narayan Chaudhury : Non Executive, Independent Director

Mr. Rakesh Kumar Agarwal : Non Executive, Independent Director

None of the Directors of the Company is disqualified from being appointed as Directors under the
provisions of section 164(2) of the Companies Act, 2013.

MANAGERIAL REMUNERATION

The company has paid and/ or provided for managerial remuneration in accordance with the requisite
approvals by the provisions of Section 197 read with schedule V to the Act.

KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Shah has been appointed as the whole time Executive Director & CFO in compliance
of Section 196 read with Section 203 of the companies Act, 2013.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

During the year 2023-24, the Board of Directors met 5 (five) times on 17.05.2023, 08.06.2023, 14.08.2023,
14.11.2023 and 13.02.2024 and one exclusive meeting of independent directors on 13.02.2024

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of Business of the Company.

THE ANNUAL EVALUATION

The ultimate responsibility for good performance and prudent management of Company lies with the
Board of Directors. The Board is expected to exercise continuous proactive and effective decision
making and implementation thereof with a view to achive the desired goal. In this connection, the Board
has set out a framework of guidelines for the directors to undertake continuous evaluation of performance
of the Company while affirming the desired destination. The Board of Directors as a whole is required
to display its commitment to good governance ensuing a constant improvement of process and
procedures and each individual directors are committed to contribute his best in the overall growth of
the organization.

The Independent Directors have submitted to the Board necessary declarations as to their eligibility for
appointment as independent Director in term of Sec 149 of the Companies Act, 2013 and the applicable
provisions of SEBI (LODR) Regulation 2015.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT.

No material changes and commitments affecting the financial position of the company occurred in between
the end of the financial year and the date of Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

Necessary disclosures have been made in the Notes to the Financial Statements forming part of the
Audited Financial Statements as at the end of Financial Year 2023-24 and was shown as “Related Party
Transaction” in terms of Section, 129 read with Schedule III to the Companies Act, 2013 and that such
transactions having been made in the ordinary course of business transaction at an arms length basis,
the provisions of the Section 188 of the Act, was not applicable to the Company.

PARTICULARS OF LOANS,GUARANTEES OR , INVESTMENT U/S 186 OF COMPANIES ACT, 2013.

The Company did not provide any loan or guarantee u/s 186 of the Companies, Act, 2013 while the
particulars of investments made by the company u/s 186 as at end of the F.Y. 2023-24 forms parts of
the ‘NOTES TO FINANCIAL STATEMENT’ annexed to this Report.

SIGNAFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE ON-GOING STATUS OF COMPANY’S OPERATIONS.

There was no other significant order passed by Regulators or courts or Tribunal Impacting the ongoing
status of Company’s operation in future.

HUMAN RESOURCES

The Company believes that the employees are the most valuable assets of an organization and the
optimum utilization of their skills, Knowledge and attitude are instrumental to the growth of an organization.

RATINGS

The Company having no secured Loan and/ or issued Debentures or Public Deposit, credit Rating of the
Company was not required.

SUBSIDIARIES / ASSOCIATES

The Company do not have any subsidiary and/ or Associates Company.

CAPITAL AND FINANCE

There had been no issue or allotment of any securities during the year. The issued , subscribed and
paid up capital of the company remains static at Rs, 3,30,99,000/- divided into 3309900 Equity shares
of Rs 10/- each as at 31.03.2024.

EMPLOYEE STOCK OPTION PLAN

The Company had not provided any employee Stock option.

CORPORATE GOVERNANCE

The Paid-up capital of the Company being less then Rs 10.00 Crore (Rupees Ten Crore) but the Net
Worth has exceeded the ceiling being Rs. 25.00 Crore as on 31st March, 2024 as per the provisions of
SEBI (LODR) Regulation 2015.

Since the prescribed provisions under the said Regulation allow a listed company to submit/ file a Corporate
Governance Report with the authority(ies) within 6 months from the date of its applicability your Company
shall file the said Corporate Governance after the quarter ends on 30th day of September, 2024.

Yet, your Directors believe that CORPORATE GOVERNANCE is a way of business life, rather than a
statutory compliance. It is intended to achieve excellence in business for enhancing the long-term
shareholders wealth through necessary disclosure transparency, integrity, accountability, responsibility
and fairness in all its dealing with shareholders, customers, suppliers and the society at large. During the
financial year 2023-24. Your directors continued their Endeavour to pursue the policy and procedure to
safety their ethical responsibility. A brief report on Corporate Governance is annexed hereto as
Annexure-A.

PATICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed
ceiling, the provisions of Section 197(12) of the Companies Act, 1956 read with Rules is not applicable
to this company.

PARTICULARS OF THE MANAGEMENT REMUNERATION

In accordance with the provisions u/s 197(2) read with Rule 5 of the Companies (Appointment and
Remuneration of Management), Rules the Company furnish the details as Annexure - C as part of this
report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder Mr.
Rajarshi Ghosh, a Company Secretatory in practice (CP No.: 8921, Membership No.: FCS 12595) has
been appointed as Secretarial Auditor of the Company for the year ended 31.03.2024. The Report of
Secretarial Audit is annexed hereto and marked as Annexure-B.

INTERNAL / COMPLAINT COMMITTEE

In accordance with the Sexual harrassement of woman at workplace (prevention, prohibition and
Redressal) Act 2013 and rules made there under, the Company has constituted a committee which is
comprised of Sanjay Kr. Shah, Whole-time Director, Uma Nath Singh and Riti Poddar during the year to
act as per rules of the said Act. There has been no complained so far received by the Committee.

CORORATE SOCIAL RESPONCIBILITY

The Provisions of Section 135 of Companies Act, 2013 setting out the conditions for applicability of
Corporate Social Responsibility having not been fulfilled by company, the responsibility of setting a
Corporate Social Responsibility committee and/ or other obligations under this section is not attracted to
this company.

CONSERVATION OF ENERGY ETC AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

There being no manufactring activity of the Company during the year, the provisions of the Companies
Act, 2013 in the subject matter was not attracted to this company. The information required U/s 134(3)
(m) of the Act are not attracted.

There was no Income or outgo in Foreign Exchange during the year.

COST AUDITOR

The Company having no Manufacturing operations during the year, the Provisions of Section 148 of the
Companies Act, 2013 is not attracted to the Company.

INTERNAL FINANCIAL CONTROL VIZ-A VIZ INTERNAL AUDIT

The Audit Committee of the Board of Directors of the Company closely monitors the adequacy of the
Internal Financial Control System in close co-ordination and support of the in-home internal Audit team
who periodically submits its findings on the efficacy and adequacy of the Internal Control System, its
compliance with the Company’s operating system and Accounting standards and policies. Based on
the Report of the in-house Audit Team, their findings and submissions the Audit committee have elaborate
discussions and do make recommendations to the senior management to undertake corrective measures
wherever necessary to strengthen the control. The subject process of Internal Financial Control is a
continuous one and is due compliance of the provisions of the Companies Act 2013. During the F.Y
2023-24 there had been no reportable weakness in the design or operation as observed.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any public Deposit as defined under the provisions
contained in chapter V of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Your Directors have formulated and implemented a Risk Management Policy for the Company with a
view to identity various risks impacting the company and the mode of addressing them effectively by way
of identifying therein the risk elements which in the opinion of the Board may threaten the performance
and even existence of the Company.

VIGIL MECHANISM

In pursuance of the Provisions of Sub-section (9) & (10) of Section 179 of the Companies Act, 2013 your
procedure for Whistle Blower System to report matters of serious concern and consequences that directors
have developed and implemented an extensive vigil mechanism for directors and employees with elaborate
may have serious effect on the operation.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and
support received from the Financial Institutions, Banks, and Government Department and Agencies
both at the Central and State Levels. The Directors would like to express thanks to the sincere services
of Workers, staff and Executives of the Company.

Dated : 30.05.2024 By order of the Board

for Siddheswari Garments Limited

Place : Kolkata

Uma Nath Singh Sanjay Kr. Shah

Director Director

DIN:00301884 DIN:00109444

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Mar 31, 2014

THE MEMBERS

The directors take pleasure in presenting the Twentieth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lacs) For the year For the year Ended 31.03.2014 Ended 31.03.2013

Net Sales 45.02 35.00

Other Income 27.62 27.60

Total: 72.64 62.60

Less : Expenditure 70.47 59.37

Gross Profit / (Loss) 2.17 3.37

Less : Depreciation 0.10 0.10

Profit / (Loss) before Tax 2.07 3.13

Less: Provision for Taxation 0.93 1.53

Add: Provision for Deferred Tax 0.02 0.02

Net Profit/(Loss) (PAT) 1.66 1.62

Balance brought forward 64.63 63.01

Balance transferred to Balance Sheet 65.80 64.63

PERFORMANCE

The manufacturing activities of the Company remain suspended consequent upon prolong labour unrest. However, with a view to protect the investor''s fund, the management opted for investment of the idle funds in secured inter corporate funding and also short-term investments in securities, during the year. The directors are examining the prospect of viable alternative business ventures. Meantime, the current year activities resulted in a net profit of Rs. 2,07,288/-

DIVIDEND

There being in sufficient Profit, your Directors regretfully refrain from recommending any dividend for the year under review.

AUDITORS REPORT

The Report of the Auditors when read with notes forming parts of Accounts is self explanatory and does not require any further elaboration.

STATUTORY AUDITORS

The Auditors of the Company, m/s Agarwal Memani & Co. Chartered Accountants, retire at the ensuing Annual General Meeting and have confirm their eligibility and willingness to accept office, if appointed. Pursuant to section 139 of the Companies Act 2013 and ruled made there under. M/s Agarwal Memani & Co. completed more then 10 years as Auditors of the Company, their re-appointment is proposed to be made for a period of consecutive (3) three years from the conclusion of the ensuing annual General meeting.

DIRECTORS

Appointment.

Pursuant to provisions of Sections 149,150,152 and oth^ applicable provisions of the Companies Act, 2013 and the Rules made there under, read with schedule IV to the Companies Act,2013, your directors appointed Mr Abhishek Poddar and Mr Uma Nath Singh as independent Directors of the Company to hold office for a period of five .years with effect from conclusion of Forthcoming AGM, subject to approval by the members in the ensuing Annual General Meeting and their office as independent Director shall not be subject to retirement by rotation. Details of the proposal for appointment of Mr Abhishek Poddar And Uma Nath Singh are mentioned in the Explanatory Statement under Section 102 of the Companies Act,2013 of the Notice of the ensuing Annual General Meeting.

A Statement on declaration given by independent directors under section 149(6) of the Companies Act,2013(Annexure D) forming part of this Report.

As per Provisions of the Companies Act 2013 Mr Abhishek Poddar And Uma Nath Singh , shall retire at the ensuing Annual General Meeting of the Company being eligible , seeks re appointment. The Board of Directors recommend their Re appointment.

The Particulars of the director seeking appointment /re appointment has duly been furnished as part of the notes to the notice convening the ensuing Annual General Meeting pursuant to clause 49 of the listing agreement.

DIRECTORS RESPONAIBIUTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Ad1956, which is corresponding to Section 134(5) of the Companies Act,2013, your directors confirm having :

- In the preparation of the Annual Accounts, the Accounting Standard laid down by ICAI, have been strictly followed.

- The directors have selected such accounting polices and adopted them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the ''On-Going'' concern basis.

- Laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

- Devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company believes that corporate governance is a way of business life rather than a legal compulsion. Your director being committed to best management practices and adhering to the policy of full transparency, enclose herewith a Report on Corporate Governance as stipulated by clause 49 of the listing agreement along with compliance certificate on corporate Governance (Annexure-A) forming part of this report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 Along with the Notice of the 20th AGM are sent to all members whose email addresses are registered with the Company/ Depositories participant. For member who have not registered , their email addresses., physical Copies of the Annual Report 2014 along with the notice of the 20th AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. The Instruction for E-voting is proving in the notice.

PATICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act,1956 is not applicable to this company.

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year, The information required U/s 271(1)(e) of the Act are not attracted.

Earning and outgo of the foreign exchange during the year was NIL COST AUDITOR.

The Company having suspended Manufacturing operations, The Provisions of sec 148 of the Companies Act,2013 is not attracted to the Company.

PUBLIC DEPOSITS

The Company has not accepted or renewal any public Deposits as defined under section 58A of the Companies Act 1956 during the year, under section 73 of the Companies Act 2013. There is no deposit lying with the company as on 31.03.2014.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.

Dated :9th August, 2014 By order of the Board for Siddheswari Garments Limited Regd. Office: 9, India Exchange Place (3rd Floor) Abhishek Poddar Sanjay Kr. Shah Kolkata - 700 001 Director Director

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Mar 31, 2013

TO THE MEMBERS

The director take pleasure in presenting the Nineteenth Annual Report and Audited Financial Results of the Company for the year ended on 31 st March, 2013.

(Rs. in Lacs)

FINANCIAL RESULTS For the year For the year Ended 31,03.2013 Ended 31.03.2012

35.00 52 79

Net Sales 27.60 28.20

Other Income 62.60 80.99

Total: 59.37 73.88

Less: Expenditure 3 37 7.11

Gross Profit / (Loss) 0.10 0.10

Less: Depreciation 3.13 7.01

Profit I (Loss) before Tax 1.53 2.68

Less: Provision for Taxation 0 02 0.02

Add: Provision for Defined Tax 1.62 4.35

Net Profit / (Loss) (PAT) 63.01 58.66

Balance brought forward 64.63 63-01

Balance transferred to Balance Sheet

PERFORMANCE

The manufacturing activates of the Company remain suspended consequent upon prolong labor unrest. However with a view to protect the investors fund the management opted for investment of the funds in secured inter corporate funding and also short-term investment in securities of the idle funds in examination the prospect of viable alternative business ventures meantime the current year actives resulted in a net profit of Rs. 312841/-

DIVIDEND

There being in sufficient Profit, your Directors regretfully refrain from recommending any dividend for the year under review.

AUDITORS REPORT

The report of the Auditors when read with notes forming parts of Accounts is explanatory and does year under review,.

The Report of the Auditors when read with notes form.ng parts of Accounts is self expand by not require any further elaboration. .

AUDITORS

Agarwal Memani & Co charted Accountants, the Auditors of the Company retire at the conclusion of Meeting and your directors recommend their Re-appointment.

DIRECTORS

Shri Uma Nath Singh office. of the Company retire, by Meeting the ensuing Annual General Meeting and he is eligible for re-approximant

Shri Uma Nath Singh S/o Ram Chandra Singh agile bow experience in Business Administration. And the Company management and he has It. and his „ appointment as a director Shri Singh actively participate in The business auditor of the Company will be beneficial in the interest of the Company.

DIRECTORS RESPONCIBILITY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours l sectors confirm that.

- In the preparation of the Annual Accounts, the Accounting Standard laid down by IGAl, have been strictly followed.

- The directors have selected such accounting policies and adopted them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the ''On-Going* concern basis.

CORPORATE GOVERNANCE

A separate report is annexed to this report as Annexure - ''A''.

COMPLIANCE CERTIFICATE

Under the amended provisions of the Companies Act. 1956, the paid up capital of the Company being less than Rs. 5 Crores, the company is obliged to obtain a compliance Certificate U/s 383A of the Act from a company Secretary in practice and publish the same as part of the Directors Report, Accordingly, Mr. S. K. Ghosh a senior Company Secretary in practice have been duly appointed for issuance of the compliance Certificate, a copy whereof is annexed hereto as Annexure-8

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act, 1956 is not applicable to this company.

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The information required U/s 271(1) (e) of the Act are not attracted.

Earning and outgo of the foreign exchange during the year was NIL

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.

Dated ; 30th May, 2013 , By order of the Board

for Siddheswari Garments Limited

Regd. Office:

9, India Exchange Place (3rd Floor) Sanjay Kr. Shah

Kolkata - 700 001 Director

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Mar 31, 2012

The assure in presenting the Eighteenth Annual Report and Audited Financial Results of 31st March, 2012.

FNANCA- RESULTS (Rs. in Lacs)

For the year For the year Ended 31.03.2012 Ended 31.03.2011

Sales 52.79 34.00

Other Income 28.20 25.73

Total 80.99 59.73

Less: Expenditure 73.88 53.68

Gross Profit / (Loss) 7.11 6.05

Less: Depreciation 0.10 0.10

Profit / (Loss) before Tax 7.01 5.95

Less: Provision for Taxation 2.68 1.86

Add'': Provision for Deferred Tax 0.02 0.02

Net Profit / (Loss) (PAT) 4.35 4.11

Balance brought forward 58.66 54.55

Balance transferred to Balance Sheet 63.01 58.66

PERFORMANCE

The manufacturing activities of the Company remain suspended consequent upon prolong labor unrest. However, with a view to protect the investor''s fund, the management opted for investment of the idle funds in secured inter corporate findings a also short-term investments in securities, during the year. The directors are examining the perfect of viable alternative business ventures. Meantime, the current year activities resulted in net profit of Rs 701914/-

DIVIDEND

There being in sufficient/Net Profit, the Directors refrain from recommending any dividend for the year under review:

AUDITORS REPORT

The Report of the Auditors when we read with notes forming parts of Accounts is self explanatory does not require any further elaboration;

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the Auditors of the Company retire at the conclusion of forthcoming Annual General Meeting and your directors recommend their Re-appointment.

DIRECTORS

Shri Abhishek Poddar Director the Company retires by rotation at the ensuing Annual General Meeting assets eligible for re-appointment. Sushil Kumar Poddar aged about 33 years is a MBA and is engaged in the Company managements and he has more the 10 years of extensive experience in Business! Administration & Finance. Shri Poddar actively participate in the business administration of the Company and his re appointment as a director of the Company will be beneficial in the interest of the Company.

DIRECTORS RESPONAIBILTTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours Directors confirm that: .

- in the preparation of the Annual. Accounts, the Accounting Standard tad down by ICAI, have been strictly followed.

- The directors have selected such accounting policies and adopted them consistently and more judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the companies Act, 1956 For safeguarding the assets of the company and detecting fraud and other reregulates:

- The Annual accounts have been prepared on the ''On-Going1 concern basis.

CORPORATE GOVERNANCE

Asseverate report is annexed to this report as Annexure

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The informal required U/s 271(1) (e) of the Act are not attracted.

Earning and outgo of the foreign exchange during the year was NIL

ACKNOWLEDMENTS

Your Director wish to place on records there since appreciation of the Valuable co-operation and support received from the financial intuitions Banks and Government Department and Agencies at the central and state levels The Directors would like to express thanks to the sincere services of workers staff and Executives of the Company.

By order of the Board

Dated : 27th August, 2012 for Siddheswari Garments Limited

Regd. Office

9, India Exchange Place (3rd Floor) Sanjsy Kr.Shah

Kolkata - 700 001 Director

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Mar 31, 2011

The Directors take pleasure in presenting the Sixteenth Annual Report and Audited Financial Results of the Company for the year ended on 31 st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs) For the year For the year ended 31.03.2010 ended 31.03.2009

Net Sales 34.00 30.89

Other Income 25.73 25.96

Total: 59.73 56.85

Less: Expenditure 53.68 53.03

Gross Profit / (Loss) 6.05 3.82

Less: Depreciation 0.10 0.09

Profit / (Loss) before Tax 5.95 3.73

Less: Provision for Taxation 1.86 1.41

Add: Provision for deferred Tax 0.02 0.02

Net Profit / (Loss) (PAT) 4.11 2.34

Less : I. T. for an earlier Year - 1.51

Balance brought forward 54.55 53.72

Balance transferred to Balance Sheet 58.66 54.55

PERFORMANCE

The manufacturing activities of the company remain suspended consequent upon trolling labour labour interest however with a view a protect the investrors fund, the management opted for investment of the idle funds in secured inter corporate funding a also short-term investments in securities, during the year. The directors are examining the viability alternative business ventures. meeting the current year activities resulted in net profit and Rs 411101/-

DIVIDEND

There being no sufficient surplus, the Directors refrain from recommending any dividend for the year Under review.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your directors recommended their Re-appointment.

DIRECTORS

Shri Uma Nath Singh Director the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Uma Nath Singh S/o Ram Singh aged about 34 years is a commerce graduate and is engaged in the Company management and he has more the 10 years of extensive experience in management & Finance. Shri Shah actively participate in the business administration of the Company and his re appointment as a director of the Company will be beneficial in the interest of the Company.

DIRECTORS RESPONAIBILTTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours Directors confirm that:

- In the preparation of the Annual. Accounts, the Accounting Standard laid down by ICAI, have been strictly followed.

- The directors have selected such accounting polices and adopted them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the On-Going concern basis.

CORPORATE GOVERNANCE

A separate report is annexed to this report as Annexure - A.

COMPLIANCE CERTIFICATE

Under the amended provisions of the Companies Act. 1956, the paid up capital of the Companies being less than Rs. 5 Crores, the company is obliged to obtain a compliance Certificate U/s 383A of the Act from a company Secretary in practice and publish the same as part of the Directors Report, Accordingly, Mr. S. K. Ghosh a senior Company Secretary in practice have been duly appointed for obtaining the compliance Certificate, a copy whereof is annexed hereto as Annexure-B

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act, 1956 is not applicable in connection with this company.

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The information required. U/s 271 (1) (e) of the Act arc not attracted.

Earning and outgo of the foreign exchange during the year was NIL

DELISTMENT

The Shares of the Company stand desisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual general Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.



Dated : 27th August, 2011 By order of the Board

for Siddheswari Garments Limited

Regd. Office :

9, India Exchange Place (3rd Floor) Sanjay Kr. Shah

Kolkata - 700 001 Director

---

Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report and Audited Financial Results of the Company for the year ended on 31 st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

For the year For the year

ended 31.03.2010 ended 31.03.2009

Net Sales 30.89 47.56

Other Income 25.96 36.67

Total: 56.85 84.23

Less: Expenditure 53.03 76.64

Gross Profit / (Loss) 3.82 07.59

Less: Depreciation 0.09 0.09

Profit / (Loss) before Tax 3.73 7.50

Less: Provision for Taxation 1.41 2.50

Less: Provision for FBT - 0.05

Add: Provision for Deferred Tax 0.02 0.02

Net Profit / (Loss) (PAT) 2.34 4.97

Less : I. T. for an earlier Year 1.51 -

Balance brought forward 53.72 48.75

Balance transferred to Balance Sheet 54.55 53.72

PERFORMANCE

The Company was forced to close down its manufacturing activities consequent upon prolong labour unrest. However, with a view to protect the investors fund, the management opted for investment of the idle funds in secured inter corporate fundings a also short-term investments in securities, during the year. The directors are examining the viability alternative business ventures. Meantime, the current year activities resulted in net profit of Rs 234327.00/-

DIVIDEND

There being no sufficient surplus, the Directors refrain from recommending any dividend for the year Under review.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your directors recommended their Re-appointment.

DIRECTORS

Shri Sanjay Kr Shah Director the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Sanjay Kr Shah S/o Bishwanath Shah aged about 34 years is a commerce graduate and is engaged in the Company management and he has more the 10 years of extensive experience in management & Finance. Shri Shah actively participate in the business administration of the Company and his re appointment as a director of the Company will be beneficial in the interest of the Company.

DIRECTORS RESPONAIBILTTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours Directors confirm that:

- In the preparation of the Annual. Accounts, the Accounting Standard laid down by ICAI, have been strictly followed.

- The directors have selected such accounting polices and adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the On-Going concern basis.

CORPORATE GOVERNANCE

A seperate report is annexed to this report as Annexture - A.

COMPLIANCE CERTIFICATE

Under the amended provisions of the Companies Act. 1956, the paid up capital of the Companies being less than Rs. 5 Crores, the company is obliged to obtain a compliance Certificate U/s 383A of the Act from a company Secretary in practice and publish the same as part of the Directors Report, Accordingly, Mr. S. K. Ghosh a senior Company Secretary in practice have been duly appointed for obtaining the compliance Certificate, a copy whereof is annexed hereto as Annexure-B

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act, 1956 is not applicable in connection with this company.

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The information required. U/s 271 (1) (e) of the Act arc not attracted.

Earning and outgo of the foreign exchange during the year was NIL

DELISTMENT

The Shares of the Company stand delisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual general Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.

Dated : 27th August, 2010 By order of the Board

for Siddheswari Garments Limited

Regd. Office :

9, India Exchange Place (3rd Floor) Sanjay Kr. Shah

Kolkata - 700 001 Director

---

Mar 31, 2009

The Directors take pleasure in presenting the Fifteenth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2009.

FINANCIAL RESULTS (Rs. in Lacs) For the year Previous year ended 31.03.2009 ended 31.03.2008

Net Sales 47.56 35.51 Other Income 36.67 41.46 Total: 84.23 76.97 Less: Expenditure 76.64 65.70 Gross Profit / (Loss) 07.59 11.27 Less: Depreciation 0.09 0.09 Profit / (Loss) before Tax 7.50 11.18 Less: Provision for Taxation 2.50 2.59 Less: Provision for FBT 0.05 0.04 Add: Provision for Deferred Tax 0.02 0.02 Net Profit/(Loss) (PAT) 4.97 8.57 Balance brought forward 48.75 40.18 Balance transferred to Balance Sheet 53.72 48.75

PERFORMANCE

The Company was forced to close down its manufacturing activities consequent upon prolong labour unrest. However, with a view to protect the investors fund, the management opted for investment of the idle funds in secured inter corporate fundings a also short-term investments in securities, during the year. The directors are examining the viability alternative business ventures. Meantime, the current year activities resulted in net profit of Rs 496830.00/-.

DIVIDEND

There being no sufficient surplus, the Directors refrain from recommending any dividend for the year Under review.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your directors recommended their Re-appointment.

DIRECTORS RESPONAIBILTTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours Directors confirm that:

- In the preparation of the Annual. Accounts, the Accounting Standard laid down by ICAI, have been strictly followed.

- The directors have selected such accounting polices and adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Cornpanies Act 1956. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the On-Going concern basis.

CORPORATE GOVERNANCE

A seperate report is annexed to this report as Annexture - A.

COMPLIANCE CERTIFICATE

Under the amended provisions of the Companies Act. 1956, the paid up capital of the Companies being less than Rs. 5 Crores, the company is obliged to obtain a compliance Certificate U/s 383A of the Act from a company Secretary in practice and publish the same as part of the Directors Report, Accordingly, Mr. S. K. Ghosh a senior Company Secretary in practice have been duly appointed for obtaining the compliance Certificate, a copy whereof is annexed hereto as Annexure-B

DIRECTORS

Shri Abhishek Poddar Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Abhishek Poddar S/o Sushil Kr. Poddar aged about 30 years is a commerce graduate and is engaged in the Company management and he has more the 8 years of extensive experience in management & Finance. Shri Shah actively participants in the business administration of the Company and his re appointment as a director of the Company will be beneficial in the interest of the Company.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act, 1956 is not applicable in connection with this company..

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The information required U/s 271 (1) (e) of the Act arc not attracted.

Earning and outgo of the foreign exchange during the year was NIL

DELISTMENT

The Shares of the Company stand delisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual general Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.

By order of the Board

Dated : 28th August, 2009 for Siddheswari Garments Limited

Regd. Office:

9, India Exchange Place (3rd Floor) Sanjay Kr. Shah

Kolkata - 700 001 Director

---

Mar 31, 2008

The Directors take pleasure in presenting the Fourteenth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2008.

FINANCIAL RESULTS (Rs. in Lacs) For the year Previous year ended 31.03.2008 ended 31.03.2007

Net Sales 35.51 24.97 Other Income 41.46 38.18 Total: 76.97 63.15 Less: Expenditure 65.70 44.45 Gross Profit / (Loss) 11.27 18.70 Less: Depreciation 0.09 0.09 Profit/(Loss) before Tax 11.18 18.61 Less: Provision for Taxation 2.59 7.44 Less: Provision for FBT 0.04 0.04 Add: Provision for Deferred Tax 0.02 2.87 Net Profit/(Loss) (PAT) 8.57 13.99 Balance brought forward 40.18 26.38 Balance transferred to Balance Sheet 48.75 40.18

PERFORMANCE

The Company was forced to close down its manufacturing activities consequent upon prolong labour unrest. However, with a view to protect the investors fund, the management opted for investment of the idle funds in secured inter corporate fundings a also short-term investments in securities, during the year. The directors are examining the viability alternative business ventures. Meantime, the current year activities resulted in net profit of Rs ...856630./-.

DIVIDEND

There being no sufficient surplus, the Directors refrain from recommending any dividend for the year Under review.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your directors recommended their Re-appointment.

DIRECTORS RESPONAIBILTY STATEMENT

In compliance of the Sec 217(2AA) of the Companies Act 1956, Yours Directors confirm that:

- In the preparation of the Annual. Accounts, the Accounting Standard laid down by ICAI, have been strictly followed.

- The directors have selected such accounting polices and adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for the period.

- Proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956. for safeguarding the assets of the Company and detecting fraud and other irregularities:

- The Annual accounts have been prepared on the On-Going concern basis.

CORPORATE GOVERNANCE

A seperate report is annexed to this report as Annexture - A.

DIRECTORS

Shri Sanjay Kumar Shah Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Sanjay Kumar Shah S/o Bishwanath Shah aged about 32 years is a commerce graduate and is en- gaged in the Company management and he has more the 8 years of extensive experience in management & Finance. Shri Shah actively participants in the business administration of the Company and his re appointment as a director of the Company will be beneficial in the interest of the Company.

PATICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act, 1956 is not applicable in connection with this company..

CONSERVATION OF ENERGY ETC.

The Production activities having remained suspended for the full year. The information required U/s 271 (1) (e) of the Act arc not attracted.

Earning and outgo of the foreign exchange during the year was NIL

DELISTMENT

The Shares of the Company stand delisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual general Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, and Government Department and Agencies both at the Central and state levels. The Directors would like to express thanks to the sincere services of Workers, staff and Executives of the Company.

By order of the Board for Siddheswari Garments Limited Dated :27th August, 2008

Regd. Office: 9, India Exchange Place (3rd Floor) Kolkata - 700 001 A.Poddar Sanjay Kr. Shah Directors Directors

---

Mar 31, 2007

The Directors take pleasure in presenting the Thirteenth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2007.

FINANCIAL RESULTS (Rs. in Lacs) For the year Previous year ended 31.03.2007 ended 31.03.2006

Net Sales 24.97 30.61 Other Income 38.18 26.24 Total: 63.15 56.85 Less: Expenditure 44.45 56.64 Gross Profit / (Loss) 18.70 6.21 Less: Depreciation 0.09 2.59 Less: Interest - 0.38 Profit / (Loss) before Tax 18.61 3.24 Less: Provision for Taxation 7.44 1.75 Less: Provision for FBT 0.04 0.03 Add: Provision for Deferred Tax 2.87 0.86 Net Profit / (Loss) (PAT) 13.99 2.32 Balance brought forward 26.38 24.06 Balance transferred to Balance Sheet 40.18 26.38

PERFORMANCE

The Company having closed down its Manufacturing unit consequent to prolong labour unrest has carried on stop Gap Investment activities in secured fund with a view to protect the investors fund and also to capitalise the opportunities now opened up with bouyant securities market. The Company is in the process of examining alternate avenues of ventures and in the mean time has earned a net profit after tax of Rs. 13.99 lacs.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co. Chartered Accountants, the auditors of the Company retire at the conclusion of the forthcoming Annual general meeting and your directors recommed their re-appointment.

DIVIDEND

There being no sufficient surplus, the Directors refrain from recommending any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed;

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

(iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities; (iv) the annual accounts have been prepared on the on-going concern basis.

CORPORATE GOVERNANCE

A seperate report is annexed to this report as Annexture - A.

DIRECTORS

Shri Abhishek Poddar Director of the Company retires by rotation at the ensuing Annual General meeting and he is eligible for re-appointment.

Shri Abhishek Poddar S/o.Shri Sushi! Kr Poddar aged about 28 years is a commerce graduate and is engaged in the Company Managment.and he has more than 5 years of extensive experience in Management and Finance. Shri Poddar actively participates in the business administration of the Company and his re-appointment as a Director of the Company will be beneficial in the interest of the Company. Shri Uma Math Singh who was appointed as an additional Director during the year retires at the conclusion of the forth coming AGM, mean time , company has received a notice u/s 257 of the companies act 1956. From a member intending to propose necessary resolution for appointment of Shri Singh as a rotational director. Shri Singh is aged 38 fears is a commerce graduate and having wide experience in business administration and is actively associated with the administration of this company for the last five years. His appointment will be beneficial in the interest of the company.

Shri Kamal kumar Gupta, director of the company has since resigned from the office of the directorship during the year due to his other preoccupation. The board post records its sincere appreciation of the services and guidence rendered by Shri gupta during the tenure of his office.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of section 217(2A) of the Companies Act,1956 is not applicable in connection with this company.

CONSERVATION OF ENERGY, ETC.

The production activities having remained suspended for the full year. The information required U/s. 271

(1) (e) of the Act are Not attracted.

Earning and outgo of the foreign exchange during the year was NIL.

DELISTMENT

The Shares of the Company stand delisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual General Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government Departments and Agencies both at the Central and State levels. The Directors would like to express thanks to the sincere services of Workers, Staff and Executives of the Company.

Dated :29th August, 2007 For and On behalf of the Board

Regd. Office: 9, India Exchange Place (3rd Floor) Sanjay Kr. Shah Kolkata - 700 001 Director

---

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

TO THE MEMBERS

Your Directors take pleasure in presenting the Twelth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2006.

FINANCIAL RESULTS (Rs. in Lacs)

For the year Previous year ended 31.03.2006 ended 31.03.2005

Net Sales 30.61 88.24 Other Income 26.24 30.59 Total : 56.85 118.83 Less : Expenditure 50.64 114.33 Cross Profit / (Loss) 6.21 04.50 Less : Depreciation 2.59 3.20 Less : Interest 0.38 0.38 Profit / (Loss) before Tax 3.24 0.92 Less: Provision for Taxation 01.75 01.52 Less : Provision for FBT 0.03 - Add : Provision for Deferred Tax 0.86 6.83 Net Profit / (Loss) (PAT) 2.32 6.23 Balance brought forward 24.06 17.83 Balance transferred to Balance Sheet 26.38 24.06

PERFORMANCE

The Company having been forced to close down its Manufacturing unit consequent to prolong labour unrest has since diverted its attention to NBFC activities with a view to protect the investors fund and also to capitalise the opportunities now opened up with buoyant securities market. The Company has since applied for registration as a NBFC Company to operate in the Securities Market in a full fledged manner. During the year the Company earned a gross income of Rs. 3.24 Lac while the Profit after, tax was recorded as Rs. 1.46.

DIVIDEND

There being in sufficient surplus, the Directors refrain from recommending any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that :

(i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed;

(ii) the directors have selected such accounting policies and adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit & loss of the company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities ;

(iv) the annual accounts have been prepared on the 'on-going' concern basis.

AUDITORS REPORT

The Report of the Auditors when read with the notes on financial statement in Sch. 17 is self explanatory and does not require any further elaboration.

AUDITORS

M/s. Agarwal Memani & Co. Chartered Accountants, the auditors of the company retire at the conclusion of the forthcoming Annual General meeting and your Directors recommend their reappointment.

CORPORATE GOVERNANCE

A separate report is annexed to this report as Annexure - 'A'.

DIRECTORS

Sri Sanjay Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Sri Sanjay Shah S/o. B.N. Shah aged about 30 years is a commerce graduate & C.A. Inter engaged in Company Management. He has more 10 years of extensive experience in Finance and Account. Sri Shah participates in the business administration of the Company and his Reappointment as a Director of the Company will be beneficial in the interest of the Company.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of Section 217 (2A) of the Companies Act, 1956, is not applicable in connection with this company.

CONSERVATION OF ENERGY, ETC.

The production activities having remained suspended for the full year. The information required U/s. 271 (1) (e) of the Act are Not Available.

Earning and outgo of the foreign exchange during the year was NIL.

DELISTMENT

The Shares of the Company stand delisted from the Stock Exchange at Delhi pursuant to the resolution passed by the members in the Annual General Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government Departments and Agencies both at the Central and State levels. The Directors would like to express thanks to the sincere services of Workers, Staff and Executives of the Company.

Dated : 26th August, 2006. For and On behalf of the Board

Regd. Office : A. Poddar 9, India Exchange Place Sanjay Kr. Shah 3rd Floor, Kolkata - 700 001. Directors

---

Mar 31, 2005

The Board of Directors of the company are pleased to present the Eleventh Annual Report togrther with the Audited Statement of Accounts of the Company for the year ended 30th June. 2004.

FINANCIAL RESULTS :

Year ended Year ended Particulars 30.06.2604 30.06.2003 (Rupees 000) (Rupees 008)

Gross Turnover 1,93,827.07 1,82,946.99

Gross Profit 40,773.22 41,646.04

Depreciation 17,581.06 14,151.66

Provision for Taxation - -

Profit for the year (17,148.37) 7,262.97

Balance of Profit and Loss Account brought 31,044.22 24,031.47 forward from last year

Provision for dividend - -

Corporate tax on dividend - -

Transfer General Reserve - 250

Balance carried to Balance Sheet 13,896.05 31,044.44

PERFORMANCE :

During the year under review, total turnover of the Company was Rs. 1938 Lacs only as against Rs. 1829.46 Lacs only in the previous year and the Company has incurred the net loss of Rs. 171.48 Lacs as against the net profit of Rs. 72.63 Lacs in the previous year. The loss is due to heavy depreciation and interest payment to Bankers.

DIVIDEND :

During the year the Company has incurred loss and, therefore your Directors are unable to declare any dividend for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS :

The Company during the year under review has received some good orders from reputed business houses, The Board of Directors are hopeful of completing such orders during the year and earn goodwill amongst such top business houses.

Industry Structure & Development:

The Company is in the field of manufacturing of Paper Based Printed Packaging Material including Labels. Duplex Board, Mono Cartons Corrogated Boxes etc and Stationary items. During the year under review the Company was in the process of consolidating its operations after completion of its expansion project. As on date the Company is having three manufacturing units.

1) At U-I 16, M. I. D. C. Industrial Area Hingna (Printing Unit)

2) At Khasara No. 49, Mondha (Stationary Unit)

3) At Plot No 49, Khasara No 69, Mondha (Packaging Unit)

As the Company is classified as Printing Industry therefore reporting of segmentwise performance is not applicable to the Company. Opportunities & Threats :

In the background of enquiries received from the International buyers and the negotiations going on the Directors are hopeful of getting substantial export orders for its stationary unit,

The Directors does not foresee any threats to the Industry, on the contrary, paper being biodegradable they foresee bright future for The paper based packing material

Outlook :

The world is running very fast and this is the new era of colour world. With change from black & white to the colour world, printing of multi colour labels, packaging material, banners, etc., have good future. Directors are expecting orders for the same.

PROSPECTS ;

Being the first year of its operation after completion of massive expansion program, the Company is exploring opportunity to export its stationary product. In this connection the Company is continuously trying to enter the overseas market for its Stationary products. The Company is negotiating with the foreign business houses for export of its product. In domestic market product of the Company has received very encouraging response

INDUSTRIAL RELATIONS :

During the year under review the overall industrial relations of the Company were cordial.

DIRECTORS :

Shri Raghav K. Sharma and Shri Sadanand B. Hajare. Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment- There being no change in position of other Directors of the Company

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 21 7 (2AA) of the Companies Act, 1956. your directors state as under -

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation.

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

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

iv) that the directors have prepared the Annual Accounts on a going concern basis,

AUDITORS :

M/s. L. B. Hajare & Co., Chartered Accountants, auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. L. B. Hajare & Co., Chartered Accountants to the effect that their appointment as auditors, if made. would be within the limits u/s 224 (1-B) of the Companies Act. 1956

AUDITORS REPORT :

With reference to the comments made by the Auditors in their report, the Directors wish to state that the relevant notes forming pan of the Companys accounts are self-explanatory and hence do not require any further explanation.

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

The statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure A which forms part of this Report.

PARTICULARS OF EMPLOYEES :

During the year under review there were no employees receiving remuneration in excess of the limit requiring disclosure as per the provisions of Section 217 (2A) read with the Companies (Particulars of Employees) Rules, 1975 during the period under review.

CORPORATE GOVERNANCE :

A report on corporate governance including Auditors Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is appended to this Report as Annexure B.

ACKNOWLEDGEMENTS :

The Directors wish to thank to the Companys Banker, Customers, and the Shareholders for all their co-operation and help extended to the Company. The Directors also wish to place on record their sincere appreciation for the devoted services rendered by the employees at all levels of the Company and look forward to their continued co-operation

On Behalf of the Board of Directors, For SHAKTI PRESS LTD. PLACE : NAGPUR Raghav Sharma Deepak Dhote DATED: 27.11.2004 MANAGING DIRECTOR Jt. MANAGING DIRECTOR

Annexure A to the Directors Report

Additional information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY:

a) Measures taken - N.A.

b) Additional Investment and proposals. - N.A. if any being implemented for reduction of consumption of energy.

c) impact of measures at (a) and (b) - N.A. for reduction of energy consumption and consequent impact on the cost of production of goods.

d) Total energy consumption and energy : - As per Form No. A attached Consumption per unit of production in Prescribed Form A.

B. TECHNOLOGY ABSORPTION :

Research and development :

1. Specific areas in which R & D carried out by the Company. : - N. A

2. Benefits derived as a result of above R & D. : - N. A

3. Future plan of action : - N A.

4. Expenditure on Research & Development - NIL

5. Technology absorption adaptation and innovation.

a) Efforts, in brief, made towards technology absorption, adaptation and innovation. - N. A

b) Benefits derived as a result of above efforts. - N. A

c) Information regarding technology imported during the last five years. : - N. A

C. FOREIGN EXCHANGE EARNINGS AND OUTGO :

1) Activities relating to exports initiatives taken to increase exports, development of new export markets tor products and services and export plans.

2) Total Foreign Exchange used and earned : (Rs in Lacs)

i) CIF value of imports Rs. NIL

Expenditure in Foreign Currency Rs. NIL

ii) Foreign Exchange earned The Company has supplied 13 container Note Books amounting Rs.19545000 to Exporter for export.

On Behalf of the Board of Director. For SHAKTI PRESS LTD. PLACE : NAGPUR Raghav Sharma Deepak Dhote DATED: 27.11.2004 MANAGING DIRECTOR Jt. MANAGING DIRECTOR

FORM A

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

PARTICULARS CURRENT PREVIOUS YEAR YEAR 2003-2004 2002-2003

A. POWER AND FUEL CONSUMPTION :

1. ELECTRICITY

a) Purchased Units(KWH) 1309790 1078050

Total Amount (Rs.) RS.5681560/- Rs.49,97,340/-

Rate Unit(Rs KWH) Rs. 4.33 Rs.4.64

b) Own Generation

Through Diesel Generator N. A N. A. Units (KWH)

Units per Itr. of diesel oil Cost unit (Rs.)

Through Steam Turbine/Generator N. A N. A. Units

Units per Itr. of fuel oil/gas, Cost/unit Rs.)

2. Coal for domestic use (B fride for boiler) N. A A Qty (M.T) Tolal Cost (Rs) Average Rate (Rs.)

3. Furnace Oil N. A. A

Quantity (K. Litres)

Total cost (Rs. in Lacs)

Average Rate (Rs. K Litres)

4. Others/Internal Generation. N. A A

Give Details

Total Cost

Rate unit

B. CONSUMPTION PER UNIT OF PRODUCTION :

PARTICULARS

CURRENT PREVIOUS YEAR YEAR 2003-2004 2002-2003 Electricity (units)

Coal (B Grade) N.A. NA

Furnace Oil N.A. NA

Other (specify) N.A. NA

Own power

---

Mar 31, 2004

TO THE MEMBERS The Directors take pleasure in presenting the Tenth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2004. FINANCIAL RESULTS: (Rs. in Lacs) For the year Previous year ended 31.03.2004 ended 31.03.2003 Net Sales 22.56 08.50 Other Income 21.33 31.92 Total : 43.89 40.42 Less : Expenditure 38.23 22.90 Gross Profit/(Loss) 5.66 17.52 Less : Depreciation 4.71 4.71 Less : Interest 0.40 0.40 Profit % (Loss) before Tax 1.55 12.41 Less : Provision for Taxation 01.31 01.02 Add : Provision for Deferred Tax 01.12 0.86 Net Profit/(Loss) (PAT) 0.37 12.25 Add : Excess Income Tax for earlier 0.00 0.28 Balance brought forward 17.46 4.93 Balance transferred to Balance Sheet 17.83 17.46 PERFORMANCE: During the year under review, there had been total suspension of work consequent to serious Industrial disputes. The Company could realise some marginal revenue by sale of work in-progress and old stock left over in the works and godown. Company failed in its commitments which resulted in serious loss of market. AUDITORS REPORT

The Report of the Auditors when read with the notes on financial statement in Sch.18 is self explanatory and does not require any further elaboration. AUDITORS: M/s. Agarwal Memani & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your Directors recommend their re-appointment. DIVIDEND: There being in sufficient surplus, the Directors abstain from recommending any dividend for the year under review. DIRECTORS RESPONSIBILITY STATEMENT: In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that: (i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed ; (ii) the directors have selected such accounting policies arid adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the company for that period ; (iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities ; (iv) the annual accounts have been prepared on the 'on-going' concern basis. CORPORATE GOVERNANCE: A separate report is annexed to this report as Annexure - 'A'. DIRECTORS

Sri Sanjay Kumar Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment. During the year Mr. Manoj Toshniwal resigned from the office of Director for his other pre-occupation. Mr. Manoj Toshniwai was actively associated with the Company since its incorporation. The Board of Directors put on records its sincere appreciation of the valuable services rendered by Mr. Manoj Toshniwal during the tenure of his office. During the year Mr. Kamal Kumar Gupta was inducted in the Board as an additional Director and his term in office is due to expire at the forthcoming Annual General Meeting. A notice a/s 257 of the Act, has been received from a member indicating intention to propose appointment of Mr. Kamal Kumar Gupta as relational Director. PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of Section 217 (2A) of the Companies Act, 1956, is not applicable in connection with this company. CONSERVATION OF ENERGY, ETC

A statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto as annexure 'B'. DELISTMENT: The Shares of the Company stand delisted from the Stock Exchange ar Delhi pursuant to the resolution passed by the members in the Annual General Meeting held in 2002 in terms of SEBI guidelines for Voluntary Delisting. ACKNOWLEDGMENTS: The Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government departments and Agencies both at the Central and State levels. The Directors would like to express thanks to the sincere services of Workers, Staff and Executives of the Company. Dated : 1st September, 2004 For and On behalf of the Board

Regd. Office 9, India Exchange Place A. Poddar 3rd Floor, Kolkata - 700 001. Director ANNEXURE-'B' TO THE DIRECTORS REPORT" Particulars required under the Companies Disclosure of Particulars in the Report of the Board of Directors) Rules 1988. (A) CONSERVATION OF ENERGY: The plant incorporates the latest Technology for the conservation of energy. Particulars with respect to conservation of Energy are given in Form-`A' appended below. (B) TECHNOLOGY ABSORPTION: Particulars with respect to Technology Absorption are given in Form `B' appended below. (C) FOREIGN EXCHANGE EARNING AND OUTGO: 2003-2004 2002-2003 (a) Earning NIL NIL (b) Outgo NIL NIL

FORM-'B' Disclosure the Particulars with respect to Technology Absorption: 2003-2004 RESEARCH R DEVELOPMENT (R & D): 1. Specific areas in which R & D carried out by the Company NIL 2. Benefits derived as a result of the above R & D N.A. 3. Future Plan of Action NIL 4. Expenditure on R & D NILTOTAL R & D EXPENDITURE AS A % OF TOTAL TURNOVER N.A. Technology Absorption, Adoption & Innovation: 1. Efforts, in brief, made towards Technology absorption, etc.: During the year unit remained closed due to labour unrest. 2. Benefits derived as a result of above efforts. 3. In Case of Import Technology (imported during the last 5 years reckoned from the beginning of the Financial Year).

(a) Technology Imported Imported from Japan (b) Year of Import 1995-96 (c) Has the Technology been fully absorbed? Yes (d) If not fully absorbed, the areas where N.A.this has not taken place, reasons therefore and future Plans of Action.

ON BEHALF OF THE BOARD S. Shah A. Poddar Director Director

---

Mar 31, 2003

Your Directors take pleasure in presenting the Ninth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2003.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year Previous year ended 31.03.2003 ended 31.03.2002

Net Sales 08.50 20.10 Other Income 31.92 24.47 Total : 40.42 44.57 Less : Expenditure 22.90 36.89 Gross Profit / (Loss) 17.52 7.68 Less : Depreciation 4.71 4.71 Less : Interest .40 .51 Profit / (Loss) before Tax 12.41 2.46 Less : Provision for Taxation 01.02 .32 Add : Provision for Deferred Tax .86 .26 Net Profit / (Loss) (PAT) 12.25 2.40 Less : Income Tax for earlier Year .00 .58 Add : Excess Income Tax for earlier 0.28 - Less : Deferred Tax Liability - 18.49 Balance brought forward 4.93 21.60 Balance transferred to Balance Sheet 17.46 4.93

PERFORMANCE

During the year under review, there had been total suspension of work consequent to serious Industrial disputes. With a view to retain its market, the Company initially endeavoured to a restricted production process by way of time-sharing basis with other manufacturing units. But unfortunately it was forced to abandon the process under constant threats and disturbances. Consequently Company failed in its commitments which resulted in serious loss of market.

INDUSTRY OUTLOOK

The Garments Industry has a bright prospect both in domestic and Export Market. The availability of Cheap Labour, and raw materials has increased demands in the Export Market.

OPPORTUNITIES AND THREATS

In the Garments Industry, the competition is mainly from the large number of small manufacturers who are engaged in an unhealthy competition of price cuttings. The major problem faced by the Industry is the entry of a large number of producers from the other Asian Countries who hold an advantageous position pursuant to a repid and repetitive devaluation of currencies in such Asian Countries which enables them quote comparatively lower prices in the International market.

RISK AND CONCERN

Absence of discipline in the labour forces and militant Trade-union activities in this part of the country is not conducive to a healthy Industrial Growth.

The rising internal competition and recessionary condition affect the performance. Moreover export realisation remains under pressure due to stiff competition from other Asian Countries.

Labour relations are strained with continuous non-cooperation and unhelpful attitude of certain trade unions. Intermittent work stoppage, strike and refusal to comply to the agreed norms associated with other violation of work practices which have resulted in deplorable work culture, with no sign of improvement in the situation.

AUDITORS REPORT

The Report of the Auditors when read with the notes on financial statement in Sch. 19 is self explanatory and does not require any further elaboration.

AUDITORS

M/s. Agarwal Memani & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your Directors recommend their re-appointment.

DIVIDEND

There being in sufficient surplus, the Directors abstain from recommending any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that :

(i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed;

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

(iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on the 'on-going' concern basis.

CORPORATE GOVERNANCE

A seperate report is annexed to this report as Annexure - 'A'.

DEMATERIALISATION

In terms of the provisions under the Depositories Act, 1996, delivery of shares of your company in Dematerialised Form have been implemented w.e.f. 26.12.2000 and necessary connectivity with NSDL & CDSL has been established for share transactions in dematerialised form. Members wishing to maintain their holdings of shares in dematerialised form may act through their respective Depository Participants (DP). The ISIN Code alloted to the shares of this Company is INE797C01019.

DIRECTORS

Shri Abhishek Poddar, Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Abhishek Poddar S/o. Shri Sushil Kumar Poddar aged about 25 years is a commerce graduate and MBA is engaged in Company Management. He has more than 04 years of extensive experience in Management and Administration. Shri Poddar actively participates in the business administration of the Company and his re-appointment as a Director of the Company wit) be beneficial in the interest of the Company.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of Section 217 (2A) of the Companies Act, 1956, is not applicable in connection with this company.

CONSERVATION OF ENERGY, ETC.

A statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto as annexure 'B'.

DELISTMENT

Pursuant to the resolution passed by the members in the Last Annual General Meeting, the formalities laid down by SEBI in its guidelines for Voluntary Delisting of Shares, are being processed for delistment of Company's Shares from the Stock Exchange at Delhi.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government departments and Agencies both at the Central and State levels. The Directors would like to express thanks to the sincere services of Workers, Staff and Executives of the Company.

Dated : 10th July, 2003. For and On behalf of the Board

Regd. Office :

Prafulla Kanan, Krishnapur M.Toshniwal Kolkata - 700 059. Director

---

Mar 31, 2002

Your Directors take pleasure in presenting the Eighth Annual Report and Audited Financial Results of the Company for the year ended on 31st March, 2002.

FINANCIAL RESULTS

(Rs. in Lacs) For the year Previous year ended 31.03.2002 ended 31.03.2001

Net Sales 20.10 17.21

Other Income 24.47 24.32

Total: 44.57 41.53

Less: Expenditure 36.89 33.36

Gross Profit/(Loss) 7.68 8.17

Less: Depreciation 4.71 1.15

Less: Interest 0.51 1.57

Profit/(Loss) before Tax 2.46 5.45

Less: Provision for Taxation 0.32 0.46

Add: Provision for Deferred Tax 0.26 -

Net Profit/(Loss) (PAT) 2.40 4.99

Less: Income Tax for earlier Year 0.58 -

Less: Deferred Tax Liability 18.49 -

Balance brought forward 21.60 16.61

Balance transferred to Balance Sheet 4.93 21.60

PERFORMANCE

During the year under review, there had been suspension of work due to serious Industrial disputes with a view to retain its market the Company initially endeavoured to a restricted production process by way of time-sharing basis with other manufacturing units. But unfortunately it could not operate freely under constant threats and disturbances. Consequently Company failed in its commitments which resulted in serious loss of market.

INDUSTRY OUTLOOK

The Garments Industry has a bright prospect both in domestic and Export Market. The availability of Cheap Labour, and raw materials is causing increased demands in the Export Market.

OPPORTUNITIES AND THREATS

In the Garments Industry, the competition is mainly from the large number of small manufacturers who are engaged in an unhealthy competition of price cuttings. The major problem faced by the Industry is the entry of a large number of producers in the other Asian Countries who hold an advantageous position pursuant to a repid and repetitive devaluation of currencies in such Asian Countries which enables the producers of other Asian Countries to quote comparatively lower prices in the International market.

RISK AND CONCERN

Absence of discipline in the labour forces and militant Trade-union activities in this part of the country is not conducive to a healthy Industrial Growth.

The rising internal competition and recessionary condition affect the performance. Moreover export realisation remains under pressure due to stiff competition from China and other Asian Countries.

Labour relations are strained with continuous non-cooperation and unhelpful attitude of certain trade unions. Intermittent work stoppage, strike and refusal to comply to the agreed norms associated with other violation of work practices have resulted in deplorable work culture, with no improvement in the situation.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

AUDITORS

Agarwal Memani & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your Directors recommend their re-appointment.

DIVIDEND

There being no sufficient surplus, the Directors abstain from recommending any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed ;

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

(iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities ;

(iv) the annual accounts have been prepared on the `on-going concern basis.

CORPORATE GOVERNANCE

The code of Corporate Governance as provided in the Listing Agreements of the Stock Exchanges where the Shares of the Company are listed is due to be compulsorily implemented by 31st March, 2003, as far as your company is concerned. The company has taken adequate steps to ensure that all mandatory provisions of the code of Corporate Governance is implemented well in advance of the appointed date.

DEMATERIALISATION

In terms of the provisions under the Depositories Act, 1996, delivery of shares of your company in Dematerialised Form have been implemented w. e. f. 26.12.2000 and necessary connectivety with NSDL & CDSL has been established for share transactions in dematerialised form, Members wishing to maintain their holdings of shares in dematerialised form may act through their respective Depository Participants (DP).

DIRECTORS

Shri Kanhaiya Khaitan, Director of the Company retires by rotation at the ensuing Annual General Meeting and he is eligible for re-appointment.

Shri Kanhaiya Khaitan S/o. Shri Sajan Khaitan aged about 33 years is a commerce graduate and is engaged in the business of Industrial Supplies and have more than 10 years of extensive experience in Management and Administration. Shri Khaitan actively participates in the business administration of the Company and his re-appointment as a Director of the Company will be beneficial in the interest of the Company.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year, drawing remuneration in excess of the prescribed ceiling, the provisions of Section 217 (2A) of the Companies Act, 1956, is not applicable in connection with this company.

CONSERVATION OF ENERGY, ETC.

A statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto as annexure `A.

DELISTMENT

Pursuant to the resolution passed by the members in the Last Annual General Meeting, the formalities laid down by SEBI in its guidelines for Voluntary Delisting of Shares, are being processed for delistment of Companys Shares from the Stock Exchange at Delhi.

ACKNOWLEDGMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government departments and Agencies both at the Central and State levels. The Directors would like to express thanks to the sincere services of Workers, Staff and Executives of the Company.

ANNEXURE TO THE DIRECTORS

Particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

(A) CONSERVATION OF ENERGY

The plant incorporates the latest Technology for the conservation of energy Particulars with respect to conservation of Energy are given in Form `A appended below:

(B) TECHNOLOGY ABSORPTION

Particulars with respect to Technology Absorption are given in Form `B appended below:

(C) FOREIGN EXCHANGE EARNING AND OUTGO

2001-2002 2000-2001

(a) Earning NIL NIL

(b) Outgo NIL NIL

Disclosure the Particulars with respect to Technology Absorption:

RESEARCH & DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the Company:- NIL

2. Benefits derived as a result of the above R & D N. A.

3. Future Plan of Action: NIL

4. Expenditure on R & D: NIL

TOTAL R & D EXPENDITURE AS A % OF TOTAL TURNOVER N. A.

Technology Absorption, Adoptation & Innovation

1. Efforts, in brief made towards Technology absorption, etc.: During the year unit remained closed due to labour unrest.

2. Benefits derived as a result of above efforts.

3. In Case of Import Technology (imported during the last 5 years reckoned from the beginning of the Financial Year),.

(a) Technology Imported: Imported from Japan

(b) Year of Import: 1995-96

(c) Has the Technology been fully absorbed ?: Yes

(d) If not fully absorbed, the areas where this has not taken place, reasons therefore and future Plans of Action.: N. A.

Dated: 2nd September, 2002. For and On behalf of the Board Regd. Office: Prafuila Kanan, Krishnapur M. Toshniwal Kolkata - 700 059. Director

---

Mar 31, 2001

Your Directors take pleasure in presenting the Seventh Annual Report and the Audited Financial Results of the Company for the year ended on 31st March, 2001.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year Previous year ended 31.03.2001 ended 31.03.2000

Net Sales 17.21 37.85

Other Income 24.32 19.53

Total 41.53 57.38

Less Expenditure 33.36 59.33

Gross Profit/(Loss) 8.17 (1.95)

Less Depreciation 1.15 4.84

Less Interest 1.57 1.35

Profit/(Loss) before Tax 5.45 (8.14)

Less : Provision for Taxation 0.46 -

Net Profit/(Loss) (PAT) 4.99 (8.14)

Balance brought forward 16.61 24.75

Balance transfered to Balance Sheet 21.60 16.61

PERFORMANCE

During the year under review, there had been suspension of work from 27.06.2000 for the rest of the year due to serious Industrial dispute. The Company's production unit could operate only for 3 months and that too under constant threats and disturbances. Consequently Company failed in its commitments which resulted in serious loss of market.

INDUSTRY OUTLOOK

The Garments Industry has a bright prospect both in domestic and Export Market. The availability of Cheap Labour, and raw materials is causing increased demands in the Export Markets.

OPPORTUNITIES AND THREATS

In the Garments Industry, the competition is mainly from the large number of small manufacturers who are engaged in an unhealthy competition of price cuttings. The major , problem faced by the Industry is the entry of a large number of producers in the other Asian Countries who hold an advantageous position pursuant to a repid and repetative devaluation of currencies in such Asian Countries which enables the producers of other Asian Countries to quote comparatively lower prices in the International market.

RISK AND CONCERN

Absence of discipline in the labour forces and militant Trade-union activities in this part of the country is not conducive to a healthy Industrial Growth.

The rising internal competition and recessionary condition affect the performance. More over export realisation remains under pressure due to stiff competition from China and other Asian Countries.

Labour relations are strained with continuous non-cooperation and unhelpful attitude of certain trade unions. Intermittant work stoppage, strike and refusal to comply to the agreed norms and other violation of work practices have resulted in deplorable work culture, with no improvement in the situation.

AUDITORS REPORT

The Report of the Auditors is self explanatory and does not require any further elaboration.

DIVIDEND

There being in sufficient surplus, the Directors abstain from recommending any dividend for the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of the Sec. 217 (2AA) of the Companies Act 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the Accounting Standards laid down by ICAI, have been strictly followed ;

(ii) the directors have selected such accounting policies as in schedule 21 to the annual accounts and adopted them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the company for that period ;

(iii) proper and sufficient care has been taken for the maintenance of adequate records in accordance with provisions of the Companies Act 1956, for safeguarding the assets of the company and detecting fraud and other irregularities ;

(iv) the annual accounts have been prepared on the on-going concern basis.

CORPORATE GOVERNANCE

The code of Corporate Governance as provided in the Listing Agreements of the Stock Exchanges where the Shares of the Company are listed is due to be compulsorily implemented by 31st March, 2003, as far as your company is concerned. The company has taken adequate steps to ensure that all mandatory provisions of the code of Corporate Governance is implemented well in advance of the appointed date.

DEMATERIALISATION

In terms of the provisions under the Depositories Act, 1996, delivery of shares of your company in Dematerialised Form have been implemented w.e.f. 26.12.2000 and necessary connectivety with NSDL & CDSL has been established for share transactions dematerialised form. Members wishing to maintain their holdings of shares in dematerialised form may acts through their respective Depository Participants (DP).

DELISTMENT OF SHARES

It is observed that the shares of your company are rarely quoted and/or traded in the Delhi Stock Exchange, whereas consequent to huge increase in Annual Listing Fees and various amendments in Listing Agreements, the company's liability in the form of Increased Listing Fees and cost of compliances of Listing Agreements have been disproportionately high as against no useful purpose being fulfilled through trading and quoting of shares on the exchange for the members and investing public. In view of the situation your Directors recommend passing of the Special Resolution for Delistment of Company's Shares on the Stock Exchange at Delhi as set out under item no. 4 of the notice.

DIRECTORS

Shri Abhishek Poddar, Director of the Company retires by rotation at the evening Annual General Meeting and he is eligible for re-appointment.

AUDITORS

Agarwal Memani & Co., Chartered Accountanio, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and your Directors recommend their re-appointment.

PARTICULARS OF EMPLOYEES

There being no employee, employed during the year and drawing remuneration in excess of the prescribed ceiling, the provisions of Section 217 (2A) of the Companies Act, 1956, is not applicable in connection with this company.

CONSERVATION OF ENERGY, ETC.

A statement containing necessary information, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed hereto as annexure 'A'.

ACKNOWLEDGEMENTS

Your Directors wish to place on records, their sincere appreciation of the Valuable co-operation and support received from the Financial Institutions, Banks, Government departments and Agencies both at the Central and State levels. The Directors would like to express their thanks to the sincere services of Workers, Staff and Executives of the Company.

ANNEXURE 'A' TO THE DIRECTORS

Particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988.

(A) CONSERVATION OF ENERGY

The plant incorporates the latest Technology for the conservation of energy Particulars with respect to conservation of Energy are given in Form 'A' appended below :

(B) TECHNOLOGY ABSORPTION

Particulars with respect to Technology Absorption are given in Form 'B' appended below :

(C) FOREIGN EXCHANGE EARNING AND OUTGO

2001-2001 1999-2000

(a) Earning NIL NIL

(b) Outgo NIL NIL

Regd. Office : For and On behalf of the Board Prafulla Kanan, Krishnapur

Kolkata - 700 059. M. Toshniwal Dated : 16th July, 2001. Director

---

Mar 31, 2000

The Directors take pleasure in presenting the Sixth Annual Report and the Audited Financial Results of the Company for the year ended on 31st March, 2000.

FINANCIAL RESULTS

(Rs. in Lacs)

For the year Previous year ended 31.03.2000 ended 31.03.1999

Net Sales 37.85 40.28

Other Income 19.53 26.68

Total : 57.38 66.96

Less : Expenditure 59.33 53.70

Gross Profit/(Loss) (1.95) 13.26

Less : Depreciation 4.84 4.75

Less : Interest 1.35 0.51

Profit/(Loss) before Tax (8.14) 8.00

Less : Provision for Taxation - 0.84

Net Profit/(Loss) (8.14) 7.16

Balance brought forward 24.75 0.40

Balance transfered to Balance Sheet 16.61 24.75

PERFORMANCE

During the year under review, there had been repeated Industrial disputes leading to suspension of work from time to time aggregating to a total loss of about 247 man-days. Moreover, consequent to unprecedented depression in the securities market resulted in a substantial loss in the value of Company's Investment Portfolio. The cumulative effect of all such adverse influences on the Company's performances during the year resulted in a negative impact on the Company's profitability.

FUTURE PROSPECTS

The Company has ambitious growth plans for the year 2000 and is confident of achieving the same through aggressive strategies for developing new products and diversified business operations.

DEPOSITORY SYSTEM

The Company is in the process of signing agreements with National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for dematerialisation of Company's Shares.-This facility will be available to the members with effect from 01.11.2000. The securities and Exchange Board of India (SEBI) has since indicated that delivery of shares of your Company in dematerialised form will be compulsory with effect from 26.12.2000.

DIVIDEND

In view of adverse financial results of the Company your Directors regret their inability to recommend Dividend for the financial year 1999-2000.

PUBLIC DEPOSIT

The Company has not received and/or renewed any Deposit from Public during the year.

STOCK EXCHANGES

The shares of the Company are listed on the Stock Exchanges at Calcutta, Mumbai and Delhi and the Company is generally regular in paying the Annual Listing Fees to the Stock Exchanges and there have been no default under the listing agreements.

PARTICULARS OF EMPLOYEES

There being no employee attracting the provisions of Sec. 217 (2A) of the Companies Act, 1956, and hence no statement of employee particulars under the said Sec. 217 (2A) of the Act is annexed.

CONSERVATION OF ENERGY, ETC.

The particulars relating to conservation of Energy, Technology absorption, Foreign Exchange Earnings & Outgo, etc. as are required U/s. 217(1) (e) of the Companies Act, 1956 is annexed as part of this report.

DIRECTORS

Shri Manoj Toshniwal, Director of the Company is due to retire by rotation at the forth coming Annual General Meeting and he, being eligible, offers himself for re-appointment.

During the year Shri Abhishek Poddar and Shri Kanhaiya Khaitan were appointed as additional Directors and their terms of office are due to expire at the conclusion of the forth coming Annual General Meeting. But, the Company has since received notices U/s. 257 of the Companies Act, 1956 from the members of the Company proposing to move resolutions in the Annual General Meeting for appointment of Shri Poddar and Shri Khaitan as Directors of the Company. Their appointment as Directors will be beneficial to the Company.

AUDITORS

M/s. Agarwal Memani & Co., Chartered Accountants, the Auditors of the Company are due to retire at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment.

The Report of the Auditors and the Notes on Accounts are self explanatory and need no elaboration.

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Mar 31, 1999

The Directors take pleasure in presenting the 5th Annual Reports and Audited Financial Results of the Company for the year ended on the 31st March, 1999.

FINANCIAL RESULTS (Rs. in lacs)

For the year Previous year

ended 31.03.99 ended 31.03.98

Net Sales 40.28 53.80

Other Income 26.68 22.99

Total : 66.96 76.79

Less : Expenditure 53.70 61.24

Gross Profit before Deprt./Interest/Tax 13.26 15.55

Less Depreciation 4.75 4.75

" Interest .51 .51

Profit before tax 8.00 10.29

Less : Provision for Taxation .84 1.08

Net Profit 7.16 9.21

Prior year's provision for taxation .40 --

Balance brought forward 17.19 24.75

Profit available for distribution 24.75 33.96

Less : Proposed Dividend -- 15.24

Tax on Dividend -- 1.53

Balance carried to Balance Sheet 24.75 17.19

OPERATION

During the year under review the Hosiery Industry witnessed a serious set back due to increases in the prices of raw materials and transportation costs which resulted in reduced activities. There had been a constant instability in the market consequent to the disturbed political situations in the country which seriously affected the revenue earning capacity of the business world. The net sales of the company was less by about 25% and the net profit of the company was down by over 22% as compared to the previous year. The Directors are hopeful of a better all round performance in current year.

DIVIDEND

There being insufficient distributable surplus, the Directors refrain from recommending any dividend for the year.

AUDITORS

M/s. Agarwal Memani & Co. Chartered Accountants, Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Notes on Accounts and the Report of the Auditors are self explanatory.

YEAR 2000 (Y2K)

The Company has already adopted necessary measures towards mitigating any known risk of its IT systems and equipments that could adversely impact its business due to year 2000 (Y2K) issues. While it is not possible to assess completely the Y2K readiness of the company's supplies and service providers, it is taking all possible steps to protect business continuity and to manage possible disruptions due to Y2K failure.

FIXED DEPOSIT

The Company has not accepted/renewed any fixed deposit from the public during the year.

EMPLOYEES

The Directors wish to record their appreciation of the contribution made by the employees at all levels during this difficult year.

There being no employee drawing remuneration in excess of the limits of Rs. 50,000/- p.m. under section 217(2A) of the Companies Act, 1956, information required to be disclosed under the said section of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is not applicable for this company.

DIRECTORS

Pursuant to the provisions under section 255 of the Companies Act, 1956, and in accordance with the Articles of Association of the Company Mr. K. K. Chetlangia, who retire by rotation at the forthcoming Annual General Meeting, being eligible, offer himself for re-appointment.

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

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 and forming part of the Director's Report for the year ended 31st March, 1999 are as under :

A. Conservation of Energy

Energy conservation is an on-going process in the company and wherever possible energy conservation measures have been implemented. The efforts to conserve and optimise the use of energy through improved operational method and other means will continue.

B. TECHNOLOGY ABSORPTION

1. RESEARCH & DEVELOPMENT & BENEFITS DERIVED THEREFROM

(a) The Research & Development Department of the Company has played a vital role in the following areas :

(i) Better control on inputs and improving the quality of the output to match with the Inter-national Specifications.

(ii) Finding out ways and means to economise the use of energy and savings of costs.

(b) Future Plan of Action

The Company is presently involved in developing several other items of consumer demands.

(c) Expenditure on Research and Development

Capital Expenditure as well as recurring expenditure incurred from time to time during the year on running the Department remain merged with various heads as per established Accounting policy and separate details are not made.

2. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION

Continuing efforts are being made to adopt the modern technology and to keep abreast of the latest developments in order to meet the changing needs of the markets.

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Mar 31, 1998

Details is not available in this Annual Report of 1998-99.

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Mar 31, 1997

Your Directors take pleasure in presenting the 3rd Annual Report and Audited Financial Results of the Company for the year ended on the 31st March, 1997.

FINANCIAL RESULTS (Rs. in lacs)

For the year Previous year ended 31.03.97 ended 31.03.96

Net Sales 40.30 3.60 Other Income 27.64 33.30 Total 67.94 36.90 Less : Expenditure 52.60 12.47 Gross Profit before Depr./Int. 15.34 24.43 Less : Depreciation 4.46 0.23 Interest 0.20 - Profit before tax 10.68 24.20 Less : Prevision for taxation 1.38 8.75 Net Profit 9.30 15.45 Balance brought forward 15.45 - Total carried to B/S 24.75 15.45

OPERATION

The Commercial production having commenced at the fag end of the last financial year, the year under review is in fact the first year of operation and consequently 100% capacity utilisation is yet to be achieved.

Considering the facts that your company being the new entrants in the market, it had to face a stiff competition from old and established players. Secondly, your directors, decided to move very cautiously and therefore instead of venturing with the full range of its projected products, the company has so far concentrated on a single product with the idea of building up a market of its own. The company took considerable time during the year under review to penetrate the Hosiery market and the turnover started picking up from November, 1996 and onwards and the year was closed with a turnover of 40.30 lacs to its Credit. Due to lower offtake in the first seven months of the year, the company could not optimise its existing production facilities. Your directors are confident of achieving the turnover of about 100.00 lacs in the current year and there will be a substantial operating profit. Such performance is more creditable from the point of view that the company could manage its entire projects so far from its own resources without taking recourse to borrowed funds.

UNPAID ALLOTMENT MONEY

Your Directors regret to point out that a substantial amount of Rs. 41.62 lacs are still due from several members towards allotment money due on their share, inspite of various reminders having been sent to individual defaulters. Your Directors feel that such non-payment of allotment money could be result of the wide spread depression in the secondary market, particularly in case of non-specified scrips. Yet such decision of the members put their own company in difficulty. However, with a bid to induce the defaulting members to clear their dues, yours Directors decided to declare an interest holiday from 01.04.97 to 31.07.97. But unfortunately such gesture was in vain. Consequently, your Directors might be forced to take re-course to the provisions under the Articles of Association for forfeiture of those shares, in the interest of the Company and its shareholders.

DIVIDEND

Your Directors felt the necessity of retention of entire profit to finance the future expansion plan and therefore express their inability to recommend any dividend for the year under review.

FIXED DEPOSIT

The Company has not accepted/renewed any fixed deposit from the public.

AUDITORS' REPORT

Notes on Accounts and the Report of the Auditors are self explanatory.

DIRECTORS

Pursuant to the provisions under section 255 of the Companies Act, 1956, and in accordance with the Art. 143(3) of the Articles of Association of the Company, Mr. C.D. Bangur and Mr. S. Samanta retire by rotation at the forthcoming Annual General Meeting and being eligible they offer themselves for re-appointment.

AUDITORS

M/s. Agarwal Memani & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

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

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 and forming part of the Director's Report for the year ended 31st March, 1997 are as under :

A. Conservation of Energy

Energy conservation is an on-going process in the company and wherever possible energy conservation measures have been implemented. The efforts to conserve and optimise the use of energy through improved operational method and other means will continue.

B. TECHNOLOGY ABSORPTION

1. RESEARCH & DEVELOPMENT & BENEFITS DERIVED THEREFROM

(a) The Research & Development Department of the Company has played a vital role in the following areas :

(i) Better control on inputs and improving the quality of the output to match with the International Specifications.

(ii) Finding out ways and means to economise the use of energy and savings of costs.

(b) Future Plan of Action

The Company is presently involved in developing several other items of consumer demands.

c) Expenditure on Research and Development

Capital Expenditure as well as recurring expenditure incurred from time to time during the year on running the Department remain merged with various heads as per established Accounting policy and seperate details are not made.

2. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION

Continuing efforts are being made to adopt the modern technology and to keep abreast of the latest developments in order to meet the changing needs of the markets.

PROMISE VS PERFORMANCE

In conformity with the newly included provisions of clause 43 in the Listing Agreements, the statement showing variation between the projection and profitability as in prospectus dt. 2nd January, 1995 and actuals for the year ended 31st March, 1997 is furnished below :

(Rs. in lacs) Projection Actual

Profit before tax 225.25 10.68 Profit after tax 138.25 9.30 Earning per share 3.28 0.25

Adverse variation in profitability was mainly due to delay in commercial production and under utilisation of capacity consequent to stiff competition in market.

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Mar 31, 1996

The Directors have pleasure in presenting their Second Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 1996:

OPERATION :

The Company had started construction of Factory building in the middle of 1995 and the building completed in January, 1996 and the Plant and Machinery was also installed immediately thereafter. The Company started trial run in the middle of January, 1996 and the trial run was continued upto 13th March, 1996 and the Plant finally started commercial production since 14th March, 1996 and the turnover of Rs. 3,60,311 was achieved during this brief period. Current year has started well and your directors are hopeful of achieving better operational result.

FINANCIAL RESULTS :

Them was some delay in starting commercial production as compared to earlier projection and the Company meanwhile utilised the fund partly by investing in shares of Blue Chip Companies and partly by way of intercorporate deposit and also by deposit with banking companies. These temporary investments resulted into the gross earning of Rs.33,29,803 during the year under review by way of interest and dividend and has been shown under other income. Financial results are summarised hereunder :

1995-96 1994-95

Gross Turnover 3,60,311 Nil

Other Income 33,29,803 -

Less: Expenditure 12,47,203 -

Profit before depreciation & taxation 24,42,911 -

Less : Depreciation 23,446 -

Profit after depreciation 24,19,465 -

Provision for Taxation 8,75,000 -

Profit after Taxation Carried to Balance Sheet 15,44,465 -

DIVIDEND

Your Director felt the necessity of retention of entire profit to finance the expansion plan and therefore express their inability to declare any dividend for the year under review.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit.

AUDITORS' REPORT

The Auditors' Report is subject to certain note. The position has been explained in item 2 of notes on Accounts in Schedule 19.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is as under:

a) Conservation of Energy:

Your Company has not consumed energy of any significant level. Accordingly no measures were necessary for energy conservation and no additional investment was required for reduction of energy conservation.

b) Technology Absorption:

No comment is being made on technology absorption considering the nature of activities under taken by your Company during the year under review.

c) Foreign Exchange Earnings/Outgo:

There has been no Foreign Exchange earnings during the year under review. Foreign Exchange outgo during the year was Rs. 5,44,496/- in the form of C.I.F. value of Import only.

PARTICULARS OF EMPLOYEES:

The Company does not have employee covered under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PROMISE VS PERFORMANCE:

In conformity with the newly included provisions of clause 43 in the Listing Agreements, the statement showing the variation between the profitability projected in the Prospectus dated 2nd January, 1995 issued by the Company in respect of the Public Issue of 29,60,000 Equity Shares of Rs. 10/- each for cash at par and the performance of the Company for the year ended 31st March, 1996 is furnished below:

Rupees in lacs

Projected Actual

Profit before Depreciation & Tax 150.50 24.43 Profit after Tax 95.50 24.20 Earnings per share (Rs.) 2.27 0.41

Your directors expected to start commercial production from June 1995 and due to delay in completion of construction of building commercial production started on 14th March, 1996 and the operation for 1995-96 was for few days only.

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Mar 31, 1995

DIRECTORS REPORT

The Directors have pleasure in presenting their first Annual Report together with the Audited Accounts of your company for the period ended 31st March, 1995.

PUBLIC ISSUE ------------ The Company had entered the Capital Market for the first time on the 7th Februrary, 1995 with a maiden issue of 29,60000 Equity Shares of Rs. 10/- each (Rupees Ten only) for cash at par aggregating Rs. 296 lacs to part finance the project. The response from the general investing public was very encouraging and the issue was oversubscribed. Your Directors thank the investing public for their overwhelming and generous response.

OPERATIONS ---------- The Company has started construction work of the factory building and it is in full swing. Your Directors are hopeful that work will be completed by December 1995.

DEPOSITS ---------- During the period under review, your company has not accepted any deposit from the public

CONSERVATION OF ENERGU, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ------------------------------------------------------------------- EARNING AND OUTGO ----------------- Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read wutg tge Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to the Report.

DIRECTOS -------- In accordance with Article 143(3) of the Articles of the Association of the Company Mr. M. Toshniwal retires by rotation and being eligible, offers himself for re-appointment.

PARTICULARS OF EMPLOYEES ------------------------- The Company does not have employee covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules 1975.

AUDITORS -------- M/s Agarwal Memani & Co., Chartered Accountants, Auditors of the Company retires at the forthcoming Annual General Meeting and being eligible offeres themselves for re-appointment.

ACKNWLEDGEMENTS --------------- The Directors acknowledge the co-operation and assistance received from shareholders. Banks and various Government Agencies. The Directors wish to place on record their sincere appreciation for the contribution made by the employees.



ANNEXURE TO DIRECTORS REPORT

Statement pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the repost of Board of Directors) Rules.

A. CONSERVATION OF ENERGY -------------------------- The particulars of total energy consumption and energy consumption per unit of production) NIL

B. TECHNOLOGY ABSORPTION -FORM "B" -------------------------------- 1. Research and Development (R&D)

i. Specific areas in which research and development carried.

ii. Benefit derived as a result of the above research and development.

iii Future plan of action.

iv. Expenditure on research and development.

2. Technology absorption, adaptation and innovation

The company has no technical collaboration

3. Foreign Exchange Earning and Outgo

Foreign Exchange expenditure and earning } NIL