Springform Technology Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your directors have the pleasure of presenting the 44^th Annual Report of Springform
Technology Limited (“the Company”) along with the audited Financial Statements for the
financial year ended March 31, 2024.

1. Financial Summary

During the financial year under review, the Company registered a profit of INR 10.74 thousand
before tax on a standalone basis and a summary of the financial performance of the Company
on a standalone basis is given below:

Particulars	2023-24 Current Year (INR in thousands)	2022-23 Previous Year (INR in thousands)
Income from Operations	5683.42	11495.56
Other Income	NIL	NIL
Total Income	5683.42	11495.56
Total Expenditure	5672.68	8593.49
Profit before Prior Period Items & Tax	10.74	2902.07
Less: Prior Period Items	NIL	NIL
Profit Before Tax	10.74	2902.07
Less: Tax	2.79	754.53
Profit After Tax	7.95	2147.54
Add: Balance b/ f from the previous year	9331.25	7183.71
Balance Profit c/ f to the next year	9339.20	9331.25

During the financial year under review, the total Income from the operation decreased, the same
is INR 5683.42 thousand as compared to INR 11495.56 thousand for the previous FY 2022¬
23. Total Net Profit also decreased during the financial year under review, the same is INR
7.95 thousand as compared to INR 2147.53 thousand for the previous FY 2022-23.

The Company is not required to give any consolidated accounts since it has no subsidiary,
associate, or Joint Venture Company.

2. State of the Company’s Affairs

Your company is engaged in the technology sector, focusing on three main areas: software
development, hardware trading, and information technology (IT) services. This diversified
approach showcases its commitment to addressing various technological needs and demands,
aiming to provide value to its clients and stakeholders within the technology sector. There has

been no change in the nature of business of the Company during the financial year under
review.

3. Transfer to Reserves

During the financial year under review, an amount of INR 7.95 thousand has been transferred
to General Reserves from the profits of the Company.

4. Dividend

During the financial year under review, your Board does not recommend any dividend and
wishes to plough back the profits of the Company for the business.

5. Change in Promoter Shareholding

During the financial year under review, there was a promoter inter-se transfer of equity shares
as follows:

a. 4500 equity shares held by Mr. Pankaj Shah (Promoter of the Company), were
transferred to Mrs. Rupali Shah (Promoter of the Company) on July 01,2023, and

b. 4900 equity shares held by Mr. Kishore Shah (Promoter of the Company), were
transferred to Mr. Pankaj Shah (Promoter of the Company) on July 11, 2023.

After the end of the financial year under review, there was a change in the promoter
shareholding due to the takeover/ acquisition of the Company vide an Open Offer dated April

10, 2024:

i. 30550 equity shares held by Mr. Pankaj Shah (Promoter of the Company) were transferred
to the following on July 18, 2024:

a. 2510 equity shares to Mr. Amandeep Singh

b. 14020 equity shares to Mr. Amarjeet Sachdeva

c. 14020 equity shares to Mr. Paramjeet Chhabra

11. 4500 equity shares held by Mrs. Rupali Pankaj Shah (Promoter of the Company) were
transferred to Mr. Amandeep Singh on August 12, 2024.

6. Share Capital

The authorized share capital of the Company as of March 31, 2024, is INR 5,00,000 (Indian
Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) equity shares of INR 10 each,
and the paid-up share capital of the Company as on March 31, 2024, is INR 5,00,000 (Indian
Rupees Five Lakhs only) divided into 50,000 (Fifty Thousand) equity shares of INR 10 each.

During the financial year review, the Company did not increase its authorized share capital and
paid-up share capital.

Further, the Company has neither bought back any of its securities nor issued any sweat equity
shares or bonus shares or provided any stock options to its employees during the financial year
under review.

7. Details of Subsidiary, Joint Venture, or Associate Companies

Your Company does not have any Subsidiary Company/Joint Venture/Associate Company.

8. Details of Directors and Key Managerial Personnel

Your Company has a professional Board with an optimal combination of Executive, Non¬
Executive, Women, and Independent Directors who bring to the table the right mix of
knowledge, skills, and expertise and help the Company in implementing the best Corporate
Governance practices.

In terms of section 152 of the Companies Act, 2013 (“the Act”), Mrs. Rupali Pankaj Shah
(DIN: 06955564), Director of the Company is liable to retire by rotation at the ensuing 44"’
Annual General Meeting and being eligible, offers herself for re-appointment. It is ascertained
that the Directors'' appointment is not subject to disqualification mentioned under sections 164
and 165 of the Act. A brief profile along with the consent of the Director seeking re¬
appointment is given in Annexure-I of the Notice and is part of the Annual Report.

During the financial year under review, the non-executive directors of your Company had no
pecuniary relationship or transactions with your Company.

Your Board confirms that none of the Directors of the Company are disqualified from being
appointed as Director in terms of section 164 of the Act and necessary declaration has been
obtained from all the Directors in this regard.

With the change in the promoters, there is a change in the Management of your Company.
Your Board has appointed Mr. Paramjeet Singh Chhabra (DIN: 00153183), Mrs. Amarjeet
Kaur Sachdeva (DIN: 10454961), and Mr. Amandeep Singh (DIN: 07046003) as Additional
Directors of the Company in the Board Meeting held on September 02, 2024, and they will
hold the office as Additional Director up to the date of the ensuing 44"’ Annual General
Meeting. The resolutions for their appointment as Directors will be placed in the ensuing
Annual General Meeting before the members for their approval.

Your Board in its meeting held on September 02, 2024, approved the resignation of Mr. Pankaj
Kishor Shah as the Managing Director of the Company with effect from August 31, 2024, due
to the change in the promoters and transfer of his shareholding. However, he continues to be
the Director of the Company.

The details of the Directors of your Company as of March 31, 2024, are as follows:

Sr. No.	Name of Director	Designation
1	Mr. Pankaj Kishor Shah	Managing Director
2	Mrs. Rupali Pankaj Shah	Director
3.	Ms. Bharvi Mansukhlal Shah	Independent Director
4.	Ms. Krutika Rajendra Ghadigaonkar	Independent Director

Key Managerial Personnel

Mrs. Nina Jayaram Sardesai resigned as Chief Financial Officer of the Company, effective
August 31, 2024. Your Board in its meeting held on September 02, 2024, had appointed Mr.
Kripa Shankar Sah as the Chief Financial Officer of the Company with effect from September
01,2024.

The details of the Key Managerial Personnel of the Company as of March 31, 2024, are as
follows:

>r. No.	Name of Key Managerial Personnel	Designation
	Mr. Pankaj Kishor Shah	Managing Director
>	Ms. Nina Jayaram Sardesai	Chief Financial Officer
	Ms. Aastha Vishnu Khandelwal	Company Secretary and Compliance Officer

9. Declaration by Independent Directors

During the financial year under review, in terms of Section 149 of the Act and Regulation 16(1)
of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), Ms. Bharvi Shah and Ms. Krutika Ghadigoakar are the Independent
Directors of your Company. Your Board opined and confinned, in terms of Rule 8 of the
Companies (Accounts) Rules, 2014 that the Independent Directors are persons of repute, and
integrity and possess the relevant expertise and experience (including proficiency) in their
respective fields. Both the Independent Directors possess requisite qualifications, experience,
and expertise and they hold the highest standards of integrity.

Under the provisions of Section 149 of the Act, both the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149
(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of SEBI Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors. The Independent Directors have also confirmed that they have complied
with the Company’s Code of Conduct.

10. Familiarisation Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and its
Committees on the business strategy, business activities, and regulatory updates. Whenever
Directors are appointed, they are given a detailed orientation on the Company, industry,
strategy, policies, Code of Conduct, regulatory matters, business, financial matters, and
human resource matters of the Company.

Your Company has a familiarization program for the Independent Directors to familiarize them
with the business model of the Company, their roles, rights, and responsibilities in the
Company, the nature of the industry in which the Company operates, and related matters.

11. Annual Evaluation

The Nomination and Remuneration Policy of your Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance of
individual Directors, Committees of the Board, and the Board as a whole.

The Act requires that a formal annual evaluation needs to be made by the Board of its
performance and that of committees and individual directors. Schedule IV of the Act states that
the performance evaluation of independent directors shall be done by the entire Board of
Directors excluding the director being evaluated.

Your Board formally assesses its performance based on parameters which, inter alia, include
the performance of the Board on deciding long-term strategy, rating the composition and mix
of Board members, discharging of governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at
the board meeting, attendance, instances of sharing best practices, domain knowledge, vision,
strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the
Committee members on the outcome of the performance evaluation of the Committee, share a
report to the Board.

The Independent Directors at their separate meeting review the performance of the Non¬
Independent Directors and the Board as a whole, Chairman of the Company after taking into
account the views of the Executive Director and Non-Executive Directors.

The Chairman of the Nomination and Remuneration Committee leads the performance
evaluation exercise. The outcome of the performance evaluation of the Committees of the
Board and the Board is presented to the Nomination and Remuneration Committee and the
Board of Directors of the Company and key outcomes, and actionable areas are discussed and
acted upon.

12. Compliance with the applicable Secretarial Standards

During the financial year under review, your Company has followed the applicable Secretarial
Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings
(SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the
provisions of Section 118 (10) of the Act.

13. Number of Meetings of the Board

During the financial year under review, your Board met at regular intervals to discuss and
decide on Company/ business policy and strategy. The notice and agenda with notes on each
agenda item for the Board Meeting were circulated as per the provisions of the Act and Articles
of Association of the Company.

Meeting of the Board: 4 (Four) Meetings of the Board were held during the financial year
under review namely on May 30, 2023, August 14, 2023, November 14, 2023, and February
12, 2024. The gap between the two consecutive board meetings was within the prescribed
period of 120 days as specified under the provisions of Section 173 of the Act and the SEBI
Listing Regulations.

Following is the detail of attendance by each of the Directors at the Board Meetings held during
the financial year under review:

Sr. No.	Name of the Directors	No. of Board Meetings
		Entitled to Attend	Attended
1	Mr. Pankaj Kishor Shah	4	4
2	Mrs. Rupali Pankaj Shah	4	4
3	Ms. Bharvi Mansukhlal Shah	4	4
4	Ms. Krutika Ghadigoakar	4	4

14. Committees of the Board

Your Company has constituted 2 (two) committees required under the Act and the SEBI Listing
Regulations for meeting operational convenience. Following are the details set out in brief for
the terms of reference and the constitution of these Committees:

a. Audit Committee:

All members of the Audit Committee are financially literate and have accounting or related
financial management expertise. The Audit Committee consists of the following members:

(i) Ms. Bharvi Shah, Chairperson

(ii) Ms. Krutika Ghadigaonkar, Member

(iii) Mr. Pankaj Kishor Shah, Member

During the financial year under review, the Audit Committee met 4 (four) times namely on
May 30, 2023, August 14, 2023, November 14, 2023, and February 12, 2024. All the
recommendations of the Audit Committee were accepted by the Board during the financial year
under review.

Following is the detail of the attendance of each of the members of the Audit Committee at its

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Sr. No.	Name of the Directors	No. of Audit Committee Meetings
		Entitled to Attend	Attended
1.	Ms. Bharvi Shah	4	4
2.	Mr. Pankaj Kishor Shah	4	4
3.	Ms. Krutika Ghadigoakar	4	4

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following members:

(i) Ms. Krutika Ghadigoakar, Chairperson

(ii) Ms. Bharvi Shah, Member

(iii) Mrs. Rupali Shah, Member

During the financial year under review, the Nomination and Remuneration Committee met 2
(two) times namely on August 14, 2023, and February 12, 2024.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meetings held during the financial year under review:

Sr. No.	Name of the Directors	No. of NRC Meeting
		Entitled to Attend	Attended
1.	Ms. Bharvi Shah	2	2
2.	Mrs. Rupali Shah	2	2
3.	Ms. Krutika Ghadigoakar	2	2

15. Management’s Discussion and Analysis Report and Corporate Governance Report

In terms of provisions of Regulation, 34(2) read with Para B of Schedule V of the SEBI Listing
Regulations, a detailed review of the operations, performance, and outlook of the Company
and its business is given in the Management Discussion and Analysis Report, which is
furnished in “Annexure A”.

Corporate Governance compliance and disclosure do not apply to your Company as the
Company does not exceed the threshold limit as provided under Regulation 15(2)(a) of SEBI
Listing Regulations and hence the disclosure as per part C to E of Schedule V does not apply
to your Company. Your Company is required to disclose details as per parts A, B, F, and G of
Schedule V of SEBI Listing Regulations.

Part A of Schedule V of SEBI Listing Regulations is with respect to the Related Party
Disclosures. Your Company does not have any holding company or subsidiary company.
However, your Company has entered into transactions with the promoter/ promoter group
companies that hold 10% or more shareholding in the Company, and the same is disclosed in
the Financials as per the format prescribed in the relevant accounting standards.

Part B of Schedule V of SEBI Listing Regulations is for Management Discussion and Analysis,
which is furnished in “Annexure A”.

Your Company does not have any details of shares in the Demat suspense account/ or
unclaimed suspense account and hence there is no disclosure made as per Part F of Schedule
V of SEBI Listing Regulations.

There were no agreements binding your Company during the financial year under review and
hence there is no disclosure made as per Part G of Schedule V of SEBI Listing Regulations.

16. Director’s Responsibility Statement

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and
ability confirm that:

(i) In the preparation of the annual accounts for the financial year that ended March 31,2024,
the applicable accounting standards were followed along with the proper explanation
relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of the
state of affairs of the Company as of March 31,2024, and its profit and loss for the financial
year under review;

(iii) Thcy 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) They have prepared the annual accounts for the financial year 2023-24 on a ‘going
concern’ basis;

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

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

17. Company’s policy relating to Appointment, Payment of Remuneration to Directors, and
Discharge of their duties

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the
recommendation of the Nomination & Remuneration Committee of the Company, the Board
of Directors had approved a Policy which lays down a framework about appointment and
remuneration of Directors, Key Managerial Personnel and the other employees and their
remuneration which are furnished in “Annexure B”.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of
remuneration to Directors, Key Managerial Personnel, and other employees. The policy also
provides the criteria for determining qualifications, positive attributes, and Independence of the
Director and criteria for appointment of Key Managerial Personnel/Senior Management while
making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors as approved by the Board is
available on the website of the Company and can be accessed through the web link
http://www.springformtech.com/CorporateGovernance/RemunerationPolicv.html

18. Particulars of Loans, Guarantees, or Investments made u/s 186 of the Companies Act,
2013

During the financial year under review, your Company has not given any loan or guarantee
made any investment, or provided any security under Section 186 of the Act.

19. Contracts and arrangements with Related Party

Your Company has adequate policies and procedures for the identification and monitoring of
Related Party Transactions. All the transactions entered into with the Related Parties during the
financial year under review were on an arm’s length basis and were in the ordinary course of
business. The Company has presented all Related Party Transactions before the Board
specifying the nature, value, and terms and conditions of the transaction.

There have been no materially significant related party transactions with the Company’s
Promoters, Directors, and others as defined in Section 2(76) of the Companies Act, 2013 which
may have a potential conflict of interest with the Company at large. Disclosure in Form AOC-
2 is furnished in “Annexure C”. Your attention is drawn to the related party disclosure made
in the note contained in the financial statements of the Company.

Your Company has framed a Policy on the Materiality of Related Party Transactions and on
dealing with Related Party Transactions in accordance with the SEBI Listing Regulations and
the Act as amended from time to time. The Policy intends to ensure that proper reporting,
approval, and disclosure processes are in place for all transactions between the Company and
the Related Parties. The policy is available on the website of the Company at
http://www.spriimformtech.coin/PPF/PolicvonRPT.pdf

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

The information about the conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in “Annexure D”.

21. Statement indicating development & implementation of Risk Management Policy

Your Company has in place a mechanism to identify, assess, monitor, review, and mitigate
various risks to key business objectives that may threaten the existence of the Company. The
major risks identified by the business and functions are systematically addressed through
mitigating actions continuously. The Policy on Risk Management as approved by the Board is
available on the Company’s website and can be accessed through the web link below:
httD://www.sDringformtech.com/CorporateGovernance/RiskManaaementPolicv.html

22. Corporate Social Responsibility

The provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 do not apply to the Company and hence, your Company is
not required to adopt the Coiporate Social Responsibility Policy or constitute a Corporate
Social Responsibility Committee during the financial year under review.

23. Details of significant material orders passed by the Regulators / Courts / Tribunal
impacting the Going Concern status & Company’s Operation in the future

During the financial year under review, the Company has not received any significant orders/
material orders passed by any of the Regulators/ Courts/ Tribunals impacting the ongoing
concern status of the Company and its operations in the future.

24. Vigil Mechanism Policy

Your Company is committed to maintaining an ethical workplace that facilitates the reporting
of potential violations of the Company’s policies and applicable laws. To promote the highest
ethical standards, your Company encourages its employees who have concem(s) about any
actual or potential violation of the legal & regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and
any claim of retaliation for providing information to or otherwise assisting the Audit
Committee, to come forward and express his/her concern(s) without fear of punishment or
unfair treatment.

Pursuant to the provisions of Section 177 (9) of the Act and the SEBI Listing Regulations, your
Company has established a robust Vigil Mechanism for Directors and Employees to report to
the management instances of unethical behavior, actual or suspected, fraud, or violation of the
Company’s Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the
Company investigates such incidents, when reported, in an impartial manner and shall take
appropriate action as and when required to do so.

The Policy also provides the mechanism for employee(s) to raise their concerns that could have
a grave impact on the operations, performance, value, and reputation of the Company and also

provides direct access to the Chairman of the Audit Committee in appropriate or exceptional
cases. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the
website at:

http://www.sprinGformtech.com/CorporateGovernance/WhistleBlowerPolicv.html

25. Deposits

During the financial year under review, your Company has not accepted any deposits within
the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit)
Rules, 2014, and no amount on account of principal or interest on deposits from the public was
outstanding as on the date of the balance sheet.

26. Material changes and commitment, if any affecting the financial position of the Company
that occurred between the end of the financial period to which the financial statements
relate and the date of this Report

After the end of the financial year under review, there was a change in the promoter
shareholding due to the takeover/ acquisition of the Company vide an Open Offer dated April
10, 2024, by Mr. Paramjeet Singh Chhabra, Mrs. Amarjeet Kaur Sachdeva, and Mr. Amandeep
Singh in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011. Due to such changes in the management of the Company, your Board is of the view that
there may be changes that affect the company''s financial position in the future.

27. Annual Return

The Annual Return of your Company as on March 31, 2024, in Form MGT-7 in accordance
with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies
(Management and Administration) Rules, 2014 is available on the website of the Company at
http://www.sprinGformtech.com/PDF/Form MGT7 23 24.PDF.

28. Maintenance of Cost Records

During the financial year under review, your Company is not required to maintain Cost Records
as specified by the Central Government under Section 148 (1) of the Act.

29. Registrar and Transfer Agent

During the financial year under review, your Company’s Registrar and Transfer Agent was
Purva Sharegistry India Private Limited.

30. Remuneration of Directors, Key Managerial Personnel & Senior Management

The disclosure about remuneration and other details, as required to be furnished under Section
197 (12) of the Act read with Rule 5(1) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year ended on March 31, 2023, is NIL as none
of the Directors is paid any remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief
Financial Officer, and Company Secretary in the financial year is NIL.

c. The percentage increase in the median remuneration of employees in the financial year Is
NIL.

d. The number of permanent employees on the rolls of the Company is Ten (10)

e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration is NIL as
no remuneration was paid to any managerial personnel during the financial year under
review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The
remuneration paid to the Directors, Key Managerial Personnel, and Senior Management
is in accordance with the Nomination and Remuneration Policy formulated in accordance
with Section 178 of the Act.

Your Company does not have any employee drawing remuneration in excess of limits
prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. Disclosure regarding the issue of Employee Stock Option

Your Company does not have any Employee Stock Option Scheme/ Plan.

32. Statutory Auditor

The members at the 40^th Annual General Meeting had approved the appointment of
M/s. Vandana V. Dodhia & Co., Chartered Accountants, Mumbai (Firm Registration No.
117812W) as Statutory Auditor of your Company for five years till the conclusion of the 45^th
Annual General Meeting.

The Report given by the Statutory Auditors on Standalone Financial Statements of the
Company for the financial year under review forms part of the Annual Report. There are no
observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the
Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditor’s
Report are self-explanatory.

33. Secretarial Auditor

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Board had appointed Mrs. Amita Desai, of Amita
Desai & Co., Practicing Company Secretaries, Mumbai (FCS 4180 & CP No.2339) to
undertake the Secretarial Audit of the Company for the financial year under review. The
Secretarial Audit Report issued in Form MR-3 is furnished in “Annexurc E”.

Qualified Report of Secretarial Auditor

The Secretarial Auditors reported the following:

a. There were promoter inter-se transfers of shares in accordance with the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, for which there has been a delay in uploading the details on the Stock Exchange
website.

b. There has been a delay in filing a few forms with the Registrar of Companies, and the same
were filed by paying additional fees.

Reply of the Board

Your Board is of the view that the aforesaid delay mentioned by the Secretarial Auditor was
due to technical reasons. However, your Board ensures that going forward the Company will
ensure compliance in time.

34. Internal Auditor

The Internal Auditor of the Company reports to the Managing Director and the Audit
Committee of the Board. The Internal Auditor reviews and approves a risk-based annual
internal audit plan as per the scope, functioning, periodicity, and methodology for conducting
the internal audit.

35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redrcssal) Act, 2013

Your Company has in place a Policy for a free workplace as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013
(POSH, 2013). Your Company has complied with the provision relating to the constitution of
the Internal Committee under POSH, 2013. Your Company is committed to providing a safe
and conducive work environment to all of its employees and associates. During the financial
year under review, no complaints about sexual harassment of women at the workplace under
POSH, 2013 were received by the Company.

36. Internal Control System and Adequacy of Internal Financial Controls

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

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

There were no instances of fraud that necessitated reporting of material misstatements to the
Company’s operations.

37. Reporting of Frauds

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

38. Details of the application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period along with their status as of the end of the
period

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

39. Details of the difference between the amount of the Valuation done at the time of One
Time Settlement and the Valuation done while taking a Loan from the Banks or Financial
Institutions along with the reasons thereof

Your Company has not made an application for One Time Settlement (OTS) with any bank or
financial institution.

40. Acknowledgment

Your Board places on record its gratitude to the government and regulatory authorities
including the BSE Limited and the correspondent banks for their support. Your Board
acknowledges the support of the shareholders and also places on record its sincere thanks to its
valued client for its continued patronage. Your Board also appreciates all employees of the
Company for their sincere work and commitment.

For and on behalf of the Board

PankajTCishor Shah Rupali Pankaj Shah

Director Director

DIN:00945911 DIN: 06955564

Place: Mumbai

Date: September 02, 2024

---

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Thirty Fourth Annual Report with the Audited Financial Statements for the year ended 31st March, 2014 along with the Reports of the Auditors thereon.

OPERATIONS: (Rs. In Lacs)

Particulars 31.03.2014 31.03.2013

Total Revenue 9.40 10.07

Total Expenditure 8.83 09.46

PBDT 0.57 0.61

Depreciation 0.11 0.12

Profit before Tax 0.46 0.49

Provision for Income Tax

a) Current 0.26 0.28

b) Deferred 0.00 (0.13)

c) F.B.T. 0.00 0.00

Profit after Tax 0.20 0.34

Add: - Balance brought 25.95 25.61

forward from previous year

Profit carried forward to 0.20 0.34 Balance Sheet

Equity Share Capital 5.00 5.00

Reserves 26.15 25.95

EPS 0.41 0.68

COMPANY PROSPECTS AND FUTURE OUTLOOK

In the current year Company is hopeful of achieving higher turnover and profitability barring unforeseen circumstances.

DIVIDEND:

The Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of association of the Company, Shri Kishor Mavji Shah, Director retire by rotation and being eligible offered himself for re-appointment.

Pursuant to the provisions of Section 197 and 203 and other applicable provisions of the Companies Act, 2013 and rules made there under, during the year, the Board had in its meeting held on 30 June 2014 appointed Shri Kishor Mavji Shah and Shri Pankaj Kishore Shah as Chief Financial Officer (Whole Time Director) and Managing Director of the Company respectively, subject to the approval of members. The necessary resolutions were proposed in the Annual General Meeting of the Company.

Pursuant to provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and rules made there under. Your Directors are seeking appointment of Shri Jayantilal Doongarshi Shah and Shri Dhirajlal Surji Bheda as Independent Directors of the Company for five consecutive years, for a term unto 30th September, 2019 and their office as Independent Director shall not be subject to retirement by rotation. Details of the proposal for appointment of Shri Jayantilal Doongarshi Shah and Shri Dhirajlal Surji Bheda are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

DEPOSITS:

The Company has not accepted any deposits from the public in terms of the Companies (Acceptance of Deposits) Rules, 1975 during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

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

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 and the profits of the Company for the year ended 31st March, 2014 under review.

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

4. That the directors had prepared the Annual Accounts for the year under review on a ''going concern'' basis.

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

The Provisions of Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act. 1956 read with Companies (particulars of employees) Rules, 1975.

AUDITORS:

M/s. Vandana V. Dodhia. Chartered Accountants. Mamba''. (Firm Registration No.1178 I2W) be and are hereby re-appointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the 36`b Annual General Meeting of the Company and such re¬appointment shall be subject to ratification by the Members at every Annual General Meeting to be held during their tenure as Auditors. They have expressed their willingness and confirmed the eligibility to continue as Statutory Auditors for the Financial Year 2014-15 and accordingly, a resolution proposing their appointment is being submitted to the ensuing Annual General Meeting

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, shareholders, investors, bankers, business associates and advisors and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

BY ORDER OF THE BOARD OF THE DIRECTORS

Kishore Mavji Shah Pankaj Kishor shah Whole Time Director Managing director DIN: 00945921 DIN: 00945911

PLACE: MUMBAI

DATE: 12th August, 2014

---

Mar 31, 2013

To The Shareholders of SPRINGFORM TECHNOLOGY LIMITED

The directors have pleasure in presenting the Thirty Third Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

OPERATIONS: (Rs. In Lacs)

Particulars 31.03.2013 31.03.2012

Total Revenue 10.07 09.18

Total Expenditure 09.46 08.60

PBDT 0.61 0.58

Depreciation 0.12 0.14

Profit before Tax 0.49 0.44

Provision for Income Tax

a) Current 0.28 0.16

b) Deferred (0.13) (0.14)

c) F.B.T. (100 0.00

Profit after Tax 0.34 0.42

Add: - Balance brought 25.61 25.19

forward from previous year

Profit carried forward to 0.34 0.42

Balance Sheet

Equity Share Capital 5.00 5.00

Reserves 25.95 25.61

Shareholders fund 29.96 29.96

Book value 59.92 59.92

EPS 0.68 0.84

DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

COMPANY PROSPECTS AND FUTURE OUTLOOK

In the current year Company is hopeful of achieving higher turnover and profitability barring unforeseen circumstances.

DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Shri Kishor Mavji Shah, Director of the Company retire by rotation and being eligible offer himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

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

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 and of the profits of the Company for the year ended 31st March, 2013 under review.

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

4. That the directors had prepared the Annual Accounts for the year under review on a ''going concern'' basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956. The members are requested to consider their re-appointment for the Financial Year 2013-2014 and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, shareholders, investors, bankers, business associates and advisors and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

BY ORDER OF THE BOAR DIRECTORS

CHAIRMAN

PLACE: MUMBAI

DATE: 12th August, 2013

---

Mar 31, 2012

To The Shareholders of SPRINGFORM TECHNOLOGY LIMITED

The directors have pleasure in presenting the Thirty Second Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March'' 2012.

OPERATIONS:

Particulars 31.03.2012 31.03.2011

Total Revenue 09.18 08.37

Total Expenditure 08.60 07.82

PBDT 0''58 0.55

Depreciation 0.14 0.17

Profit before Tax 0.44 0.38

Provision for Income Tax

a) Current 0.16 0.24

b) Deferred (0.14) (0.09)

c) F.B.T. 0.00 0.00 Profit after Tax 0.42 0.23

Add: - Balance brought 25.19 24.96

forward from previous year

Profit carried forward to 0.42 0.23

Balance Sheet

Equity Share Capital 5.00 0.23

Reserves 25.61 25.19

Shareholders fund 29.96 29.96

Book value 59.92 59.92

EPS 0.84 0.46

DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

COMPANY PROSPECTS AND FUTURE OUTLOOK

In the current year Company is hopeful of achieving higher turnover and profitability barring unforeseen circumstances.

DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act'' 1956 during the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act'' 1956 and Article 100 of the Articles of Association of the Company'' Shri Pankaj Kishor Shah'' Director of the Company retire by rotation and being eligible offer himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act'' 1956 (hereinafter referred to as "the Act")'' your Directors confirm that:

1. In the preparation of the Annual Accounts for the financial year ended 31st March'' 2012'' the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March'' 2012 and of the profits of the Company for the year ended 31st March'' 2012 under review.

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

4. That the directors had prepared the Annual Accounts for the year under review on a ''going concern'' basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act'' 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988'' with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act'' 1956 read with Companies (particulars of employees) Rules'' 1975.

AUDITORS:

M/s. K. C. Thakkar & Co.'' Chartered Accountant'' Mumbai'' Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their appointments'' if made'' would be within the prescribed limits under Section 224(1- B) of the Companies Act'' 1956. The members are requested to consider their re-appointment for the current financial year ended on 2012-2013 and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers'' vendors'' shareholders'' investors'' bankers'' business associates and advisors and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

BY ORDER OF THE BORAD DIRECTORS

KUMAR

CHAIRMAN

PLACE: MUMBAI

DATE: 10th August'' 2012

K. C. THAKKAR & CO. 201 /202'' Siddharth''

CHARTERED ACCOUNTANTS

Near Indraprasth''

S. V. Road'' Borivli

(W) Mumbai - 400 092.

Tel.Nos.:55705174/2805 4202

---

Mar 31, 2011

To The Shareholders of SPRINGFORM TECHNOLOGY LIMITED

The directors have pleasure in presenting the Thirty First Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2011.

OPERATIONS:

Particulars 31.03.2011 31.03.2010

Total Revenue 08.37 11.96

Total Expenditure 07.82 11.15

PBDT 055 0.81

Depreciation 0.17 0.20

Profit before Tax 0.38 0.61

Provision for Income Tax

a) Current 0.24 0.33

b) Deferred (0.09) (0.15)

c) F.B.T.OCX) 0.00 0.00

Profit after Tax 023 0.43

Add: - Balance brought 24.96 24.52

forward from previous year_

Profit carried forward to 0.23 0.43

Balance Sheet

Equity Share Capita l5.00 5.00

Reserves'' 25.19 24.96

Shareholders fund 29.96 29.96

Book value 59.92 59.92

EPS 0.46 0.87

DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

COMPANY PROSPECTS AND FUTURE OUTLOOK

In the current year Company is hopeful of achieving higher turnover and Profitability barring unforeseen circumstances.

Compiled by : Deon Global Solutions Limited DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Mr. Dhiraj Bheda, Director of the Company retire by rotation and being eligible offer himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

1. In the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 and of the profits of the Company for the year ended 31st March, 2011 under review.

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

4. That the directors had prepared the Annual Accounts for the year under review on a ''going concern'' basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975. Compiled by : Dion Global Solutions Limited

AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956. The members are requested to consider their re-appointment for the current financial year ended on 2011-2012 and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, shareholders, investors, bankers, business associates and advisors and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

BY ORDER OF THE BOARD OF DIRECTORS

PLACE : MUMBAI K.M SHAH

DATE: 10th August, 2011 CHAIRMAN

---

Mar 31, 2010

The directors have pleasure in presenting the Thirtieth Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

OPERATIONS:

Particulars 31.03.2010 31.03.2009

Total Revenue 11.96 10.66

Total Expenditure 11.15 9.98

PBDT 0,81 0.68

Depreciation 0.20 0.21

Profit before Tax 061 0.47

Provision for Income Tax

a) Current 0.33 0.24

b) Deferred (0.15) (0.11)

c) F.B.T. 0.00 0.02

Profit after Tax 0.43 0.32

Add: - Balance brought 24.52 24.20 forward from previous year

Profit carried forward to 0.43 0.32 Balance Sheet

Equity Share Capital 5.00 5.00

Reserves 24.96 24.52

Shareholders fund 29.96 29.20

Book value 59.92 58.40

EPS 0.87 0.63



DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

COMPANY PROSPECTS AND FUTURE OUTLOOK

In the current year Company is hopeful of achieving higher turnover and profitability barring unforeseen circumstances.

DEPOSITS;

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Mr. Dhiraj Bheda, Director of the Company retire by rotation and being eligible offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

1. In the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 and of the profits of the Company for the year ended 31st March, 2010 under review.

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

4. That the directors had prepared the Annual Accounts for the year under review on a going concern basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company holds office until the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956. The members are requested to consider their re-appointment for the current financial year ended on 2010-2011 and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, shareholders, investors, bankers, business associates and advisors and look forward to their continued support.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

BY ORDER OF THE BOARD OF DIRECTORS

K.M.SHAH CHAIRMAN

PLACE: MUMBAI

DATE : 10th August, 2010

---

Mar 31, 2009

The directors have pleasure in presenting the Twenty Ninth Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2009.

1. OPERATIONS:

particulars 31.03.2009 31.03.2008

Total Revenue 10.66 18.35 Total Expenditure 9,98 17.04 PBDT 0.68 1.31 Depreciation 0.21 0.23 Profit before Tax 0.47 1.08 Provision for Income Tax

a)Current 0.24 0.20 b)Deferred (0.11) 0.16 c)FBT. 0.02 0.00 Profit after Tax 0.32 0.70 Add:- Balance brought 24.20 23.50 forward from previous year Profit carried forward to 0.32 0.70 Balance Sheet Equity Share Capital 5.00 5.00 Reserves 24.52 24.20 Shareholders fund 29.20 29.20 Book valued 58.40 58.40 EPS 0.63 1.41

2. DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

3. DEPOSITS:

The Company has not accepted any fixed deposits from public during the year under review.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Mr. Jayantilal Doongarshi Shah, Director of the Company retire by rotation and being eligible offer himself for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

1. In the preparation of the Annual Accounts for the financial year ended 31st March, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2009 and of the profits of the Company for the year ended 31st March, 2009.

3. They had 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 the detecting fraud and other irregularities.

4. They had prepared the Annual Accounts on a going concern basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

7. PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

8. AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and is eligible for re- appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

9. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, shareholders, investors, bankers, business associates and advisors and look forward to their continued support.

BY ORDER OF THE BOARD OF DIRECTORS

K.M.SHAH CHAIRMAN

PLACE: MUMBAI DATE: 24-08-2009

---

Mar 31, 2008

The directors have pleasure in presenting the Twenty Eighth Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2008.

1. OPERATIONS:

Particulars 31.03.2008 31.03.2007

Total Revenue 18.35 5.35 Total Expenditure 17.04 3.64 PBDT 1.31 1.71 Depreciation 0.23 0.07 Profit before Tax 1.08 1.65 Provision for Income Tax a) Current 0.20 0.46 b) Deferred 0.16 0.09 Profit after Tax 0.70 1.09 Add: Balance brought 23.50 22.41 forward from previous year Profit carried forward to 0.70 1.09 Balance Sheet Equity Share Capital 5.00 5.00 Reserves 24.20 23.50 Shareholders fund 29.20 28.50 Book value 58.40 57 EPS 11.41 12.17

2. DIVIDEND:

Your Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

3. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company Mr. Kishor Shah, Directors of the Company retire by rotation and being eligible offer himself for reappointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

1. in the preparation of the Annual Accounts for the financial year ended 31st March, 2008, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2008 and of the profits of the Company for the year ended 31st March, 2008.

3. they had 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 the detecting fraud and other irregularities.

4. they had prepared the Annual Accounts on a going concern basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activities and there is no foreign exchange earnings and outgo.

6. PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

7. AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and is eligible for re- appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

BY ORDER OF THE BOARD OF DIRECTORS

K.M.SHAH CHAIRMAN PLACE : MUMBAI DATE : 08-08-2008

---

Mar 31, 2007

The directors have pleasure in presenting the Twenty Seventh Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 2007.

1. OPERATIONS:

Particulars 31.03.2007 31.03.2006

Total Revenue 5.35 Nil Total Expenditure 3.64 0.58 PBDT Depreciation 0.07 Nil Profit before Tax 1.65 -0.58 Provision for Income Tax Nil a) Current 0.46 b) Deferred 0.09 Profit after Tax 1.09 -0.58 Add: - Balance brought 22.41 23.00 forward from previous year Profit carried forward to 1.09 -0.58 Balance Sheet Equity Share Capital 5.00 5.00 Reserves 23.50 22.41 Share holders fund Book value EPS 2.17 -1.17

2. DIVIDEND:

The Directors wish to plough back the profits in the business and hence do not recommend any dividend for the year under review.

3. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company Mr. Pankaj Shah, Directors of the Company retire by rotation and being eligible offer himself for reappointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended 31s1 March, 2007, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2007 and of the profits of the Company for the year ended 31st March, 2007.

(iii) they had 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 the detecting fraud and other irregularities.

(iv) they had prepared the Annual Accounts on a going concern basis.

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

The Provisions of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy and technology absorption are not applicable to the Company as the Company did not carry out manufacturing activitiesand there is no foreign exchange earnings and outgo.

6. PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975.

7. AUDITORS:

M/s. K. C. Thakkar & Co., Chartered Accountant, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointments, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

BY ORDER OF THE BOARD OF DIRECTORS

SD/- K. M. SHAH CHAIRMAN PLACE: MUMBAI DATE: 08-08-2007

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Mar 31, 2006

The directors have pleasure in presenting the Twenty Sixth Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March. 2006.

1 OPERATIONS:

No trading activity has been done by the Company for this year also.

2 DIVIDEND:

Your Directors do not propose to recommend any dividend for the Financial Year ended 31st March. 2006.

3. DIRECTORS:

In accordance with the provisions of the companies Act. 1956 and Article 100 of the Articles of Association of the Company Mr. Jayantilal D. Shah Director retires by rotation and being eligible offers himself for reappointment

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (hereinafter referred to as "the Act"), your Directors confirm that:

(i) in the preparation of the Annual Accounts for the financial-year ended 31st March, 2006. the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 3 st March, 2006 and of the profits of the Company for the year ended 31st March. 2006.

(iii) they had 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 the detecting fraud and other irregularities.

(iv) they had prepared the Annual Accounts on a going concern basis

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

Since the Company is not engaged in any manufacturing / trading activities and there is no foreign exchange earnings and outgo, the Companies (Disclosure of Particulars in the Report of Board of Director) Rules. 1988. in respect of Energy Conservation Technology Absorption. Foreign Exchange Eearnings and Outgo are no! applicable.

6. PARTICULARS OF EMPLOYEES:

The Company has not employed any employee drawing remuneration in excess of the limits prescribed in sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

7. AUDITORS:

M/s. K. C. Thakkar & Co., the Auditors of the Company, who hold office until the conclusion of the forth coming Annual General Meeting, being eligible offer themselves for reappointment

BY ORDER OF THE BOARD OF DIRECTORS

K. M. SHAH CHAIRMAN PEACE: MUMBAI DATE : 08-08-2006

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Mar 31, 1999

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Statement of Accounts for the Financial Year ended 31st March, 1999.

OPERATIONS :

No trading activity has been done by the Company for this year also.

DIVIDEND :

The Directors do not propose to recommend any dividend for the Financial Year ended 31st March, 1999.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and Article 100 of the Articles of Association of the Company Mr. K.C. Jaitha. Director retires by rotation and being eligible offers himself for reappointment.

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

Since the Company is not engaged in any manufacturing / trading activities and there is no foreign exchange earnings and outgo, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in respect of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are not applicable.

PARTICULARS OF EMPLOYEES :

The Company has not employed any employee drawing more than Rs. 50,000/- per month or Rs. 6,00,000/- per annum during the year under Report.

AUDITORS :

M/s. B.S. Mehta & Co., Chartered Accountants, Mumbai, Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.