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SVC Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors present the 34''" Annual Report together with the Audited Statement of Accounts of the Company for the financial year
ended March 31,2025.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars	2024-25	2023-24
Revenue from operation	131.39	40.92
Other Income	119.31	21.63
Total Income	250.7	62.55
Expenditure	(408.41)	(281.90)
Profit / Loss for the period	(157.71)	(219.35)
Loss due to assets discarded	-	-
Profit / Loss Before Tax	(157.71)	(219.35)
Other comprehensive Income	-	-
Total Comprehensive Income (Net of Tax)	(157.71)	(219.35)

Your Companyâs total revenue during the financial year ended 31st March, 2025 is Rs. 250.70 Lakhs, compared to previous year which
stood at Rs. 62.55 Lakhs, which is mainly by way of lease rentals and Agri trading sales.

DIVIDEND:

Your directors have not recommended any dividend on equity shares for the year as there is no profit in the year.

TRANSFER OF RESERVES

The company has incurred Net Loss of Rs.157.21 Lakh for the period ended on 31st March, 2025, therefore, the Company has not
transferred any sum to the Reserve & Surplus account except Net Loss of Rs. 157.21 Lakh.

STATE OF COMPANYâS AFFAIRS:

In view of the OTS approval, received by the Company in past, the Company has paid to Pradeshiya Industrial and Investment
Corporation of Uttar Pradesh (âPICUP) a sum of Rs. 678.92 Lakhs towards the same on 20th April, 2024 while the balance amount of
OTS has remained unpaid. The Company requested PICUP for additional time for repayment of the balance amount. PICUP granted the
additional time upto 3rd June, 2025 to pay the balance. The Company in recent past years approached several bank / financial
institutions to support the Company to commence the business, however, the approval is still awaited.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL (IFC):

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated
framework for managing risks and internal controls.

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

DIRECTORS'' REPORT

The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed
during the year under review and have been operating effectively.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors
the implementation of audit recommendations. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the
Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are
reviewed by Audit Committee at regular intervals.

DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements.
STATUTORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 31st AGM appointed M/s. B.M. Chaturvedi & Co.
(Firm Registration No. 114317W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31 st AGM until
the conclusion of 36th AGM of the Company. Pursuant to amendments in Section 139 of the Act, the requirements to place the matter
relating to such appointment for ratification by Members at every AGM has been done away with. The Reports given by M/s. B. M.
Chaturvedi & Co., Chartered Accountants on the financial statements of the Company for FY2024-25 are part of the Annual Report.

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further
explanation.

SHARE CAPITAL:

At present, Company has only one class of shares i.e. equity shares of Rs. 10 each. The authorized share capital is Rs. 170 Crores
divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company isRs. 161.86 Crores as
on March 31,2025. The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor issued
any sweat equity shares or employee stock options during the financial year under review. Further, your Company''s equity shares are
listed on BSE Ltd.

ANNUAL RETURN:

As required under section 134(3)(a) of the Companies Act 2013, the annual return once filed with registrar of companies/MCA shall be
placed on the website of the Company and can be accessed at https://svcindustriesltd.com/investors.

CHANGE OF REGISTRAR AND TRANSFER AGENT:

The Company has changed its Registrar and Transfer Agent (RTA) with effect from 11.04.2025. The new RTA is Purva Sharegistry
(India) Private Limited having its registered office at Unit no. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East),
Mumbai-400011

The change of RTA was undertaken to improve the efficiency and quality of services related to share registry and investor relations. The
new RTA has a proven track record of providing excellent services to companies and their investors.

Shareholders are advised to correspond with the new RTA for all matters related to share registry, dividend payments, and other investor
services. The change is expected to enhance the overall experience for shareholders and improve the Company''s compliance with
regulatory requirements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under
review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules,
2014 is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended March 31,

2025.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act. 2013 and the Articles of Association of the Company, Mr. Suresh V. Chaturvedi
(DIN: 00577689), Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. The brief resume/details about Mr. Suresh V. Chaturvedi (DIN: 00577689) is given in the Notice of the ensuing AGM
sent to the shareholders along with the Annual Report.

As on date 31 March 2025, the Company has Mr. Suresh Chaturvedi, Mr. Subhash Chandra Rastogi, Mr. Advait Chaturvedi, Mr. Ambuj
Chaturvedi, Mr.Anoop Gupta & Ms. Sonal Jitendra Waghela as Directors of the Company. Mr. Kapil Chaturvedi, Manager and CFO of
the Company.

None of the Directors of the company are disqualified for being Directors as specified under section 164 of the Companies Act, 2013.
Report from Independent Company Secretary in Practice is attached as Certificate of Non-Disqualification of Directors.

Ms. Jyoti Darade, resigned from the position of Company Secretary of the Company with effect from July 31,2025. Mr. Jishan Ahmed is
appointed as the Company Secretary of the Company with effect from August 01,2025.

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE -APPOINTMENT, IF ANY:

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of
the Act and affirmed compliance with Code of Ethics and Business Principles as required under Regulation 25 of Listing Regulations.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency
required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and Listing
Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in
Schedule IV of the Act

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and
regulation 19 of the SEBI LODR, the Company has constituted Nomination and Remuneration Committee and has formulated
"Nomination and Remuneration Policyâ containing Criteria for determining the qualifications, positive attributes, independence of a
director and other matters provided under section 178(3) of the Companies Act, 2013 for selection of any Director, Key Managerial
Personnel and Senior Management Employees.

The said policy of the Company is directed towards rewarding performance, based on the review of achievements on a periodic basis.
The Board of Directors has approved a Nomination and Remuneration policy and the same is available on the website of the company at
https://svcindustriesltd.com/policies/.

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance
Report, which forms part of this Report.

ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board,
Committees of the Board, and the individual members of the Board (including the Chairperson) which includes criteria for performance
evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the
individual members of the Board (including the Chairperson), designed in accordance with the said framework and covering various
aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes
and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors.
Pursuant to the provisions of the Act and SEBI LODR and based on policy devised by the Committee, the board has carried out annual
evaluation of its own performance, its committees and individual directors. The board performance was evaluated on inputs received
from all the Directors after considering criteria as mentioned aforesaid. The performance of the Committees was evaluated by the Board
of Directors on inputs received from all the Committee Members after considering criteria as mentioned aforesaid. Pursuant to SEBI
LODR, performance evaluation of independent director was done by the entire Board, excluding the independent director being
evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also
carried out by the Independent Directors of the Company through separate meeting of independent directors held on February 14,2025.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, 5 (Five) Board Meetings were conveyed and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013 and
SEBI (LODR) Regulations, 2015. ''

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with heir composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD -1 (SS-1) AND SECRETARIAL STANDARD-2(SS-2)

The Directors have devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied
with SS-1 andSS-2.

AUDIT COMMITTEE:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee was reÂ¬
constituted at the Board Meeting held on 27th May, 2024, by inducing Mr. Ambuj Chaturvedi and retiring Mr. Suresh V. Chaturvedi. As on
date, the Stakeholder Relationship Committee of the Company consists of Mr. Ambuj Chaturvedi as Chairman, Mr. Subhash Chandra
Rastogi and Mr. Advait Chaturvedi as a Member. During the year under review, the Stakeholders Relationship Committee met for 23
times.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment
of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee consist of Mr. Subhash
Chandra Rastogi as a Chairman, Ms. Sonal Waghela and Mr. Advait Chaturvedi as a Member. This Committee has been constituted as
per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015. During the financial year under review the Committee met 1 (One) time.

MEETING OF INDEPENDENT DIRECTOR:

During the year 2024-25, one meeting of independent director was held on 07 February 2025. The Independent Directors Mr. Subhash
Chandra Rastogi and Ms. Sonal Waghela and Mr. Anoop Gupta met without the attendance of Non-Independent Directors and the
members of the Management. The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the
Board as a whole: the performance of the Chairman of the Company and assessed the quality, quantity, and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and
reasonably.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable
Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health &
safety, environmental issues and wastage/mis- appropriation of bank funds/assets, etc. Further, the mechanism adopted by the
Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against
victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in
exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been
denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company
i.e. www.svcindustriesltd.com

CONTRACT/ARRAGEMENT WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company and
were on arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.
The policy on materiality of Related Party Transactions is uploaded on the website of the Company.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not
applicable.

RISK MANAGEMENT:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and
mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company''s
enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit,
market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an
adequate risk management infrastructure in place, capable of addressing those risks.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND
ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

This provision is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in
practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Audit is annexed
herewith as Annexure âAâ.

SECRETARIAL COMPLIANCE REPORT:

While the Annual Secretarial Audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall
additionally, on an annual basis, require a check by the Company Secretary in Practice on compliance of all applicable SEBI Regulations
and circulars / guidelines issued thereunder, consequent to which, the Company Secretary in Practice shall submit a report to the listed
entity in the manner specified in the SEBI Circular No. CIR/CFD/CMD1 /27/2019 dated February 08,2019. Your Company has appointed
Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to give Secretarial Compliance Report of the
Company. The observations and comments given by the Secretarial Auditor are provided in Secretarial compliance Report attached
herewith as âAnnexure Bâ and the same is submitted to Stock Exchange within the prescribed due date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year2024-25, as stipulated under Regulation 34(2)(e) of the SEBI (Listing
obligations and Disclosure Requirements (Regulations, 2015 (hereinafter referred to as "the SEBI LODRâ),is presented in a separate
section forming part of Directors'' report is as Annexure âCâ.

MANAGERIAL REMUNERATION:

The information as required under Section 197(12) of the Act read with Rule 5(1) and 5 (2)of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure âDâ forming part of this report.

FRAUD REPORTING:

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made
thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31 âMarch 2025, the applicable accounting standards have been
followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured
loans as mentioned in Note No. 29 forming part of the Balance Sheet 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 as on 31 âMarch 2025;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; and

IV. The Directors have prepared the annual accounts for the financial year ended 31 âMarch, 2025 on a going concern basis.

V. They have laid down ''internal financial controlsâ to be followed by the Company and that such internal financial controls are adequate
and were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed fora period of seven years. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A
separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors
of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share
Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share
Capital Audit are regularly taken at the Board Meeting, besides submitting it to the BSE Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members
of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board
members and senior management personnel have affirmed compliance with the Code for the financial year 2024-25.

CEO / CFO CERTIFICATION:

As there is no CEO in the Company, CFO of the Company, Mr. Kapil Chaturvedi has certified to the Board of Directors, inter alia, the
accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the
Listing Regulations for the year ended 31 â March, 2025.

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI
(Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading insecurities by the Directors
and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold
limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system
of ShareTrading Window mechanism as per the Insider Regulation.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National
Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively
and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid
utmost attention to improve investor''s relationship. As on March 31,2025 approximately 88.27% of the total shares of the Company has
already been materialized.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND RED
RESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the
Company, a work environment that does not tolerate sexual harassment. We highly respect the dignity of everyone involved at your work
place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive
attitude towards each other. The said policy is available on the Company''s website and the web link thereto is
https://svcindustriesltd.com /policies/. The company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

Number of complaints pending as on the beginning of the financial year - Nil
Number of complaints filed during the financial year - Nil
Number of complaints pending at the end of the financial year-Nil

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible
women employees have been extended maternity benefits in accordance with the provisions of the Act, including paid maternity leave,
medical bonus, nursing breaks, and protection from dismissal during maternity leave.

The Company is committed to fostering a safe, inclusive, and supportive work environment for its women employees and ensures that all
applicable laws safeguarding their rights and well-being are strictly followed.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMEDSUSPENSEACCOUNT:

The Company has 300 shares lying in suspense escrow demat account arising out of expiration of period of 120 days from date of
issuance Of''Letter of Confirmation'' by the RTA in terms of SEBI Circular No. SEBI/ LAD- NRO/ GN / 2022 / 66 dated 24 January 2022
read with SEBI Circular No SEBI / HO / MIRSD / MIRSD_RTAMB / P / CIR / 2022 / 8 dated 25 January, 2022 in matters w.r.t issue of
duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement;
subdivision / splitting of securities certificate; consolidation of securities certificates /folios; transmission and transposition received from
the shareholder/ claimant.

The Company does not have any of its securities lying in / unclaimed suspense account / Suspense Escrow account arising out of public /
bonus/ rights issue /. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense
account and other related matters are not required.

DETAILES OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the insolvency and
bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the
officers and employees of the Company at all levels.

For and on behalf of the Board of SVC Industries Limited

Suresh V. Chaturvedi Ambuj Chaturvedi

Director Director

(DIN: 00577689) (DIN: 05003458)

Date: 23rd July, 2025
Place: Mumbai

Mar 31, 2025

Your Directors present the 34''" Annual Report together with the Audited Statement of Accounts of the Company for the financial year
ended March 31,2025.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars	2024-25	2023-24
Revenue from operation	131.39	40.92
Other Income	119.31	21.63
Total Income	250.7	62.55
Expenditure	(408.41)	(281.90)
Profit / Loss for the period	(157.71)	(219.35)
Loss due to assets discarded	-	-
Profit / Loss Before Tax	(157.71)	(219.35)
Other comprehensive Income	-	-
Total Comprehensive Income (Net of Tax)	(157.71)	(219.35)

DIVIDEND:

Your directors have not recommended any dividend on equity shares for the year as there is no profit in the year.

TRANSFER OF RESERVES

STATE OF COMPANYâS AFFAIRS:

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL (IFC):

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated
framework for managing risks and internal controls.

DIRECTORS'' REPORT

The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed
during the year under review and have been operating effectively.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors
the implementation of audit recommendations. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the
Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are
reviewed by Audit Committee at regular intervals.

DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements.
STATUTORY AUDITORS:

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further
explanation.

SHARE CAPITAL:

ANNUAL RETURN:

CHANGE OF REGISTRAR AND TRANSFER AGENT:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended March 31,

2025.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE -APPOINTMENT, IF ANY:

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance
Report, which forms part of this Report.

ANNUAL EVALUATION

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with heir composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD -1 (SS-1) AND SECRETARIAL STANDARD-2(SS-2)

AUDIT COMMITTEE:

STAKEHOLDER RELATIONSHIP COMMITTEE:

NOMINATION AND REMUNERATION COMMITTEE:

MEETING OF INDEPENDENT DIRECTOR:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

CONTRACT/ARRAGEMENT WITH RELATED PARTIES:

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not
applicable.

RISK MANAGEMENT:

This provision is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

SECRETARIAL COMPLIANCE REPORT:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

MANAGERIAL REMUNERATION:

FRAUD REPORTING:

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made
thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31 âMarch 2025, the applicable accounting standards have been
followed along with explanation relating to material departures;

IV. The Directors have prepared the annual accounts for the financial year ended 31 âMarch, 2025 on a going concern basis.

V. They have laid down ''internal financial controlsâ to be followed by the Company and that such internal financial controls are adequate
and were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

CORPORATE GOVERNANCE:

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

CODE OF CONDUCT:

CEO / CFO CERTIFICATION:

INSIDER TRADING:

The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system
of ShareTrading Window mechanism as per the Insider Regulation.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited.

DEMATERIALISATION OF SHARES:

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND RED
RESSAL)

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMEDSUSPENSEACCOUNT:

DETAILES OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the
Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the
officers and employees of the Company at all levels.

For and on behalf of the Board of SVC Industries Limited

Suresh V. Chaturvedi Ambuj Chaturvedi

Director Director

(DIN: 00577689) (DIN: 05003458)

Date: 23rd July, 2025
Place: Mumbai

Mar 31, 2024

Your Directors present the 33rd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31,2024.

FINANCIAL RESULTS:			(Rs. in Lacs)
	Particulars	2023-24	2022-23
	Revenue from operation	40.92	18.13
	Other Income	21.63	1.27
	Total Income	62.55	19.40
	Expenditure	(281.90)	(268.67)
	Profit / Loss for the period	(219.35)	(248.67)
	Loss due to assets discarded	-	-
	Profit / Loss Before Tax	(219.35)	(248.67)
	Other comprehensive Income	-	-
	Total Comprehensive Income (Net of Tax)	(219.35)	(248.67)

Your Company''s total revenue during thefina ncial year ended 31st March, 2024 is Rs. 62.55 Lakhs, compared tolastyearwhichstoodat Rs. 19.40 La khs, which is mainly by way of lease rentals.

DIVIDEND:

Yourdirectors have not recommended any dividend on equity shares forthe year as there is no profit in the year.

TRANSFER OF RESERVES

The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriation and adjustments was (5,308.57 lakhs). During the year under review, the Company does not propose to transfer any a mount to reserves.

STATE OF COMPANYâS AFFAIRS:

During the year the project for setting up a Mega Food Park was abandoned due to changed policies of the Government, accordingly the lease agreement with Nandvan Mega Food Park Private Limited was cancelled vide deed of Cancellation Agreement dated 20th March, 2024. Furtherthe Company has also sold its Investments in Nandvan Mega Food Park Private Limited toAkhil Marketing Private Limited as Mega Food Park Project was abandoned.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL(IFC):

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated frameworkfor managing risks and internal controls.

The Board has also adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and timely preparation of reliable financial disclosures.

The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under reviewand have been operating effectively.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements. STATUTORY AUDITORS:

Pursuant to Section 139 of theAd and Rules made thereunder, the Company at its 31st AGM appointed M/s. B.M. Chaturvedi & Co. (Firm Registration No. 114317W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31 st AGM until the conclusion of 37th AGM of the Company. Pursuant to amendments in Section 139 of theAct, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with. The Reports given by M/s. B. M. Chaturvedi & Co., Chartered Accountants on the financial statements ofthe Company for FY2023-24 are part ofthe Annual Report.

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

At present, Company has only one class of shares i.e. equity shares of Rs. 10 each. The authorized share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital ofthe Company isRs. 161.86 Crores as on March 31,2024. The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor issued any sweat equity shares or employee stock options during the financial year under review. Further, your Companyâs equity shares are listed on BSE Ltd.

ANNUALRETURN:

As required under section 134(3)(a) of the Companies Act 2013, the annual return once filed with registrar of companies/MCA shall be placed on the website ofthe Company and can be accessed at https://svcindustriesltd.com/investors/

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under review as required to be given under Section 134(3)(m)ofthe Companies Act, 2013 and Rule 8(3) ofthe Companies (Accounts) Rules, 2014 is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended March 31, 2024.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision with respectto Corporate Social Responsibility is not attracted to the Company.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions ofthe Companies Act 2013 and the Articles of Association ofthe Company, Mr. Ambuj Chaturvedi (DIN: 05003458), Director ofthe company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The brief resume/details about Mr. Ambuj Chaturvedi (DIN: 05003458) is given in the Notice of the ensuing AGM sent to the shareholders along with theAnnual Report. Mr. Anoop Gupta was appointed as the Independent Director at the Board Meeting held on 27th May, 2024 subject to approval by the shareholders. The candidature of Mr. Anoop Gupta is proposed for appointment as Independent Director atthe ensuing Annual General Meeting.

Ms. Vrushali Darji resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 23^rd October,2023. To fulfill the casual vacancy, the Company appointed Mrs. Jyoti Darade as the Company Secretary and Compliance Officer at the Board Meeting held on February 14,2024.

As on date 31 March 2024, the Company has Mr. Suresh Chaturvedi, Mr. Subhash Chandra Rastogi, Mr. Advait Chaturvedi, Mr. Ambuj Chaturvedi&Ms. Sonal Jitendra Waghelaas Directors of the Company. Mr. Kapil Chaturvedi, Manager and CFO of the Company.

None of the Directors ofthe company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Certificate of Non-Disqualification of Directors.

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE -APPOINTMENT, IF ANY:

All the I ndependent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 25 of Listing Regulations.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them forthe purpose of attending meetings ofthe Company.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and Listing Regulations and are independent ofthe management and have also complied with the Code for Independent Directors as prescribed in Schedule IV oftheAcl

COMPANY''S POLICYONDIRECTOR''SAPPOINTMENTAND REMUNERATION

In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and regulation 19 of the SEBI LODR, the Company has constituted Nomination and Remuneratbn Committee and has formulated "Nomination and Remuneration Policy'''' containing Criteria for determining the qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees.

The said policy ofthe Company is directed towards rewarding performance, based on the review of achievements on a periodic basis. The Board of Directors has approved a Nomination and Remuneration policy and the same is available on the website of the company at https://svcindustriesltd.com/policies/.

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Report.

ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees ofthe Board, and the individual members ofthe Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members ofthe Board (including the Chairperson), designed in accordance with the said framework and covering various aspects ofthe performance ofthe Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and SEBI LODR and based on policy devised by the Committee, the board has carried out annual evaluation of its own performance, its committees and individual directors. The board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance ofthe Committees was evaluated by the Board of Directors on inputs received from all the Committee Members after considering criteria as mentioned aforesaid. Pursuant to SEBI LODR, performance evaluation of independent director was done by the entire Board, excluding the independent director being evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors ofthe Company through separate meeting of independent directors held on February 14,2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, 4 (Four) Board Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

COMMUTE E OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details of the Committees along with heir composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD -1 (SS-1) AND SECRETARIAL STANDARD -2(SS- 2)

The Directors have devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 andSS-2.

AUDIT COMMITTEE:

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. TheAudit Committee at the Board Meeting held on 14th February, 2024 was re-constituted by including Mr. Advait Chaturvedi in place of Mr. Suresh V, Chaturvedi The Audit Committee consist of Mr. Subhash Chandra Rastogi as a chairman, Ms. Sonal Waghela and Mr. Advait Chaturvedi as a Member. This Committee has been constituted as per terms or provisions of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the financial year under review the Committee met 4 (Four) times.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relatbnship Committee was reconstituted at the Board Meeting held on 27th May, 2024, by inducing Mr. Ambuj Chaturvedi and retiring Mr. Suresh V. Chaturvedi. The Stakeholder Relationship Committee of the Company consists of Mr. Ambuj Chaturvedi as Chairman, Mr. Subhash Chandra Rastogi and Mr. Advait Chaturvedi as a Member. During the year under review, the Stakeholders Relationship Committee met for 12 (twelve) times.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee at the Board Meeting held on 14th February, 2024 was re-constituted by inducing Mr. Advait Chaturvedi in place of Mr. Suresh V. Chaturvedi. The Nomination and Remuneration Committee consist of Mr. Subhash Chandra Rastogi as a Chairman, Ms. Sonal Waghela and Mr. Advait Chaturvedi as a Member. This Committee has been constituted as per terms or provision of the CompaniesAct and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the financial year under review the Committee met 3 (Three) times.

MEETING OF INDEPENDENT DIRECTOR:

During the Financial year 2023-24, one meeting of independent director was held on 14 February 2024. The Independent Directors Mr. Subhash Chandra Rastogi and Ms. Sonal Waghela met without the attendance of Non-Independent Directors and the members of the Management. The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary forthe Board to perform their duties effectively and reasonably.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/mis- appropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.svcindustriesltd.com.

CONTRACT 1ARRAGEMENT WITH RELATED PARTIES:

Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company. The policy on materiality of Related Party T ransactions is uploaded on the website of the Company.

RISKMANAGEMENT:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

This provision is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to undertake the Secretarial Audit of the Company for thefinancial year 2023-24. The report of the Secretarial Audit is annexed herewith asAnnexure"Aâ.

SECRETARIAL COMPLIANCE REPORT:

While the Annual Secretarial Audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the Company Secretary in Practice on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, consequent to which, the Company Secretary in Practice shall submit a report to the listed entity in the manner specified in the SEBI Circular No. CIR/CFD/CMD1 /27/2019 dated February 08,2019. Your Company hasappointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to give Secretarial Compliance Report of the Company. The observations and comments given by the Secretarial Auditor are provided in Secretarial compliance Report attached herewith as "Annexure Bâ. and the same is submitted to Stock Exchange within the prescribed due date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion andAnalysis Report for thefinancial year2023-24, as stipulated under Regulation 34(2 )(e) of the SEBI (Listing obligations and Disclosure Requirements)Regulatbns, 2015 (hereinafter referred to as "the SEBI LODRââ),is presented in a separate section forming part of Directors'' report is as Annexure âC".

MANAGERIAL REMUNERATION:

The information as required under Section 197(12) of the Act read with Rule 5(1) and 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in An nexureââD" forming part of this report.

FRAUD REPORTING:

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Companies Act 2013 and rules made thereunder.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required u/s 134(5) of the Companies Act 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31â March 2024, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 29 forming part of the Balance Sheet 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 as on 3TMarch 2024;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

I. The Directors have prepared the annual accounts forthefinancial year ended 31 âMarch, 2024 on a going concern basis.

II. They have laid down ''internal financial controlsâ to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were nofunds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITALAUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit a re regularly taken at the Board Meeting, besides submitting itto the BSE Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2023-24.

CEO/CFO CERTIFICATION:

As there is no CEO in the Company, CFO of the Company, Mr. Kapil Chaturvedi has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 stMarch, 2024.

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The disclosures obtained underthe code are submitted to the BSE Limited, from time to time. The Company regularly follows the system ofShareTrading Window mechanism as perthe Insider Regulation.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on March 31, 2024 approximately 88.23% of the total shares of the Company has already been dematerialized.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND RED RESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. We highly respect the dignity of everyone involved at yourwork place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is available on the Company''s website and the web link thereto is https://svcindustriesltd.com /policies/. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Women at Workplace (Prevention, Prohibition and RedressalJAct, 2013.

Numberof complaints pending as on the beginning of the financial year - Nil

Numberof complaints filed during the financial year - Nil Number of complaints pending at the end of the financial year-Nil

DISCLOSURES WITH RESPECTTODEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOU NT:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance ofâLetter of Confirmation'' by the RTA in terms of SEBI Circular No. SEBI / LAD- NRO / GN / 2022 / 66 dated 24 January 2022 read with SEBI Circular No SEBI / HO / MIRSD/MIRSD_RTAMB/P/CIR/ 2022 / 8 dated 25 January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates /folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relatingto aggregate numberof shareholders and outstanding securities in suspense account and other related matters are not required.

DETAILES OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the insolvency and bankruptcy Code, 2016 nor any such proceeding was pending atthe end ofthe financial year under review.

SHIFTING OF REGISTERED OFFICE:

The Registered office ofthe Company was shifted to 501, OIA House, 470 Cardinal Gracious Road, And heri (East), Mumbai-400 099 w.e.f from 27th May, 2024foroperational Convenience

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies ofthe Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation ofthe dedication and sense of commitment shown by the officers and employees of the Company at all levels.

Mar 31, 2023

Your Directors present the 32^nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31,2023.

FINANCIAL RESULTS:

Particulars	2022-23	2021-22
Revenue from operation	18.13	43.70
Other Income	1.27	0.72
Total Income	19.40	44.42
Expenditure	(268.08)	(310.82)
Profit / Loss for the period	(248.68)	(266.42)
Loss due to assets discarded	-	-
Profit / Loss Before Tax	(248.68)	(266.42)
Other comprehensive Income	-	-
Total Comprehensive Income (Net of Tax)	(248.68)	(266.42)

The Ministry of Corporate Affairs (âMCA'') has notified the mandatory adoption of Indian Accounting Standards (Ind-AS) by all companies other than Insurance Companies, Banking companies and NonBanking Finance companies.

Your directors have not recommended any dividend on equity shares for the year as there is no profit in the year.

TRANSFER OF RESERVES

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was (5,089.25lakhs). During the year under review, the Company does not propose to transfer any amount to reserves.

STATE OF COMPANY''S AFFAIRS:

Company abandoned its PTA project in 2018 and is utilizing its infrastructure for some new industry as advised by international consultants EY. The company with other partners has set up a new special purpose vehicle (SPV) in the name of Nandavan Mega Food Park Private Limited for setting up a Mega Food Park. The Company in FY2018-2019 has granted 76 years long term lease for 57.42 acres of its land to this new SPV incompliance with the Government Scheme to start Mega Food Park business under approval from Ministry of Food Processing Industry (MOFPI) of Government of India on 11th April''2018 and now kept in abeyance due to pending application for approval with Ministry Of Food Processing Industries (MoFPI).

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL(IFC):

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated framework for managing risks and internal controls.

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

The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under review and have been operating effectively.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements.

STATURORY AUDITORS:

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 131 st AGM appointed M/s. B.M. Chaturvedi & Co. (Firm Registration No. 114317W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31 st AGM until the conclusion of 37th AGM of the Company. Pursuant to amendments in Section 139 of the Act, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with. The Reports given by M/s. B. M. Chaturvedi & Co., Chartered Accountants on the financial statements of the Company for FY 2022-23 are part of the Annual Report.

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

At present we have only one class of shares i.e. equity shares of Rs. 10 each. Our authorised share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 161.86 Crores as on March 31, 2023. The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor issued any sweat equity shares or employee stock options during the financial year under review. Further, your Company''s equity shares are listed on BSE Ltd.

ANNUAL RETURN:

As required under section 134(3)(a) of the Companies Act, 2013, the annual return once filed with registrar of companies/MCA shall be placed on the website of the Company and can be accessed at https://svcindustriesltd.com/investors/

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under review as required to be given under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended March 31,2023.

CORPORATE SOCIAL RESPONSIBILTIY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company .

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Advait Chaturvedi (DIN: 05003448), Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The brief resume/details about Mr. Advait Chaturvedi (DIN: 05003448) is given in the Notice of the ensuing AGM sent to the shareholders along with the Annual Report.

Ms. Gayatri Chauhan was resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2022. To fulfill the casual vacancy, the Company appointed Ms. Vrushali Darji as the Company Secretary and Compliance Officer at the Board Meeting held on May 26, 2023.

During the year under review, Mr. Manoj Patel was appointed as Chief Financial Officer & Manager with effect from 11^th November 2022 due to sad demise of our former CFO and Manager Mr. Sanjay Agarwal and Mr. Manoj Patel resigned as Chief Financial Officer and Manager on July 28, 2023. Mr. Kapil Chaturvedi is appointed as a Manager and Chief Financial Officer of the Company under section 2(51), 2(53) and 203 of the Act, for a period of 5 years from July 28, 2023 subject to approval by shareholders. Necessary resolutions for his appointment as Manager have been included in the Notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice. The Board recommends his appointment.

As on date 31 March 2023, the Company has Mr. Suresh Chaturvedi, Mr. Subhash Chandra Rastogi, Mr. Advait Chaturvedi, Mr. Ambuj Chaturvedi & Ms. Sonal Jitendra Waghela as Director of the Company. Mr. Manoj Patel, Chief Financial Officer & Manager are Key Managerial Personnel of the Company.

None of the Directors of the company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Certificate of Non disqualification of Directors.

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE - APPOINTMENT, IF ANY:

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 25 of Listing Regulations.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and regulation 19 of the SEBI LODR, the Company has constituted Nomination and Remuneration Committee and has formulated âNomination and Remuneration Policyâ containing criteria for determining the qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees.

The said policy of the Company is directed towards rewarding performance, based on the review of achievements on a periodic basis. The Board of Directors has approved a Nomination and Remuneration policy and the same is available on the website of the company at https://svcindustriesltd.com/policies/.

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Report.

ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees of the Board, and the individual members of the Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members of the Board (including the Chairperson), designed in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and SEBI LODR and based on policy devised by the committee, the board has carried out annual evaluation of its own performance, its committees and individual directors. The board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance of the committees was evaluated by the Board of Directors on inputs received from all the committee members after considering criteria as mentioned aforesaid. Pursuant to SEBI LODR, performance evaluation of independent director was done by the entire board, excluding the independent director being evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors of the Company through separate meeting of independent directors held on February 23,2023.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

COMMITTEE OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee 3.Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 (SS-1) AND SECRETARIAL STANDARD - 2(SS-2)

The Directors have devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

AUDIT COMMITTEE:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee of the Company consists of Mr. Suresh V. Chaturvedi as Chairman, Mr. Subhash Chandra Rastogi and Mr. Advait Chaturvedi as a Member. During the year under review, the Stakeholders Relationship Committee met for 5(Five) times.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee consist of Mr. Subhash Chandra Rastogi as a Chairman, Ms. Sonal Waghela and Mr. Suresh V. Chaturvedi as a Member. This Committee has been constituted as per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year under review the Committee met 1 (one) time.

MEETING OF INDEPENDENT DIRECTOR:

During the year 2022-23, one meeting of independent director was held on 12 February 2023. The Independent Directors Mr. Subhash Chandra Rastogi and Ms. Sonal Waghela met without the attendance of Non- Independent Directors and the members of the Management. The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/mis-appropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.svcindustriesltd.com

CONTRACT / ARRAGEMENT WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company. The policy on materiality of Related Party Transactions is uploaded on the website of the company.

RISK MANAGEMENT:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

The provision of the same is not applicable to the Company. MANAGERIAL REMUNERATION:

The information as required under Section 197(12) of the Act read with Rule 5(1) and 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure -D forming part of this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The report of the Secretarial Audit is annexed herewith as âAnnexure Aâ.

SECRETARIAL COMPLIANCE REPORT:

While the Annual Secretarial Audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the Company Secretary in Practice on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, consequent to which, the Company Secretary in Practice shall submit a report to the listed entity in the manner specified in the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019. Your Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to give Secretarial Compliance Report of the Company. The observations and comments given by the Secretarial Auditor are provided in Secretarial compliance Report attached herewith as âAnnexure Bâ. and the same is submitted to Stock Exchange within the prescribed due date.

Our Reply: The Company is generally regular in meeting the statutory compliances. However, due to the outbreak of COVID-19pandemic and due to lack of co-ordination and technological challenges, resulted in a delay in filing compliances. However, the Company going forward shall ensure compliances being done within the prescribed timeline.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year 2022-23, as stipulated under Regulation 34(2)(e) of the SEBI (Listing obligations and Disclosure Requirements)Regulations, 2015 (hereinafter referred to as âthe SEBI LODRâ),is presented in a separate section forming part of Directors'' report is as Annexure

âC".

FRAUD REPORTING:

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 29 forming part of the Balance Sheet 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 as on 31^st March 2023;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts for the financial year ended 31^st March, 2023 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 were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the BSE Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 202223.

CEO / CFO CERTIFICATION:

As there is no CEO in the Company, CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31^stMarch, 2023.

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on March 31,2023 approximately 88.18 % of the total shares of the Company has already been dematerialized.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND RED RESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. We highly respect the dignity of everyone involved at your work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is available on the Company''s website and the web link thereto is https://svcindustriesltd.com/policies/. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints pending as on the beginning of the financial year - Nil

Number of complaints filed during the financial year - Nil Number of complaints pending at the end of the financial year -Nil

DISCLOUSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of ''Letter of Confirmation'' by the RTA in terms of SEBI Circular No. SEBI / LAD-NRO / GN / 2022 / 66 dated 24 January 2022 read with SEBI Circular No SEBI / HO / MIRSD / MIRSD_RTAMB / P / CIR / 2022 / 8 dated 25 January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; subdivision / splitting of securities certificate; consolidation of securities -

certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.

DETAILES OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the insolvency and bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or financial institutions, hence the company was not required to carry out valuation of its assets for the said purpose.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.

For and on behalf of the Board SVC Industries Limited

Suresh V. Chaturvedi Ambuj Chaturvedi

Director Director

(DIN: 00577689) (DIN: 05003458)

Place: Mumbai.

Date: July 28, 2023

Mar 31, 2018

EXPLANATORY STATEMENT

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, set out the material facts relating to the business mentioned in the accompanying notice dated 7^th July, 2018

DIRECTORS'' REPORT TOTHEMEMBERS

The Directors present the 27^thAnnual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars	2017-18	2016-17
Revenue from operation	NIL	NIL
Other Income	85.94	NIL
Total Income	85.94	NIL
Expenditure	(114.85)	NIL
Profit / Loss Before Tax	(28.91)	NIL
Other comprehensive Income	(1012.85)	NIL
Total Comprehensive Income (Net of Tax)	(1041.76)	NIL

The Ministry of Corporate Affairs (''MCA'') has notified the mandatory adoption of Indian Accounting Standards (Ind-AS) by all companies other than Insurance Companies, Banking companies and Nonbanking Finance companies.

PROJECT:

Company''s Plant under construction has been under shut down since September, 2000 and with the passage of time and in the absence of any operation since then, the corrosion is taking place in the Plant due to climatic and cyclonic conditions in the area. During the year, provision of Ind AS became applicable to the Company and thus the Company has decided to adopt for fair valuation of Property Plant & Equipmentâs as at 01.04.2016. On the basis of valuation from reputed valuer the plant and equipmentâs under construction of the Company were fair valued and a loss of Rs. 688.07 crore was provided on transition to Ind AS .

Further during the year the Company has approached various agencies for advice to utilize the plant under construction for alternative uses however Technical Advisor has given health assessment report of the plant and has categorically stated that if the Company tries to repair the equipment after some inspections, it will not be possible to guarantee overall safety & reliability of high pressure equipment for hazardous plant operation. He stated that it is not considered safe to operate the equipment in Company''s plants & offsite facilities at this stage and concluded that Company''s plant and equipmentâs under construction are not considered fit for operation and hence should be discarded.

Based on above advice the Company has provided Impairment losses of Rs. 113.43 crore in line with provisions of Ind AS 36 Impairment of Assets and thus considering the scrap value of the plant under construction being realizable value for the asset. Company has appointed largest plant disposal & management consultant to auction the disposal of plant & equipmentâs under construction by scraping subject to necessary approval from lenders. The impairment loss has been accounted in reserves of the company under other comprehensive income (Refer Nore No. 21). The Capital work in progress after impairment is transferred to respective heads of tangible fixed assets on 31.03.2018 and therefore no depreciation has been provided on the same. As on - 31.03.2018 the Company has received an advance of Rs. 401 lacs from one of the party interested in purchase of plant & equipmentâs under construction by auction process.

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year as there is no profit in the year.

STATE OF COMPANY''S AFFAIRS:

The Strategic Investor of the Company has received a proposal for setting up of Mega Food Park as provided under the Mega Food Park Scheme Guidelines issued by Ministry of Food Processing Industries, Government of India. Strategic Investor of the Company has received âIn-principalâ approval of the competent Authority for establishment of Mega Food Park at Village Bhadawal, Chhatta, Chatta-Barsana Road, District Mathura, Uttar Pradesh. The primary object these guidelines is to provide modern infrastructure facilities for the food processing along the value chain from the farm to the market. It will include creation of the processing infrastructure near the farm, transportation, logistic and centralized processing centers. This scheme aims to facilitate the establishment of a strong food processing industry backed by an efficient supply chain, which include collection centers, primary processing centers and cold chain infrastructure. The food processing units, under the scheme, would be located at a Central Processing Centre with need based common infrastructure required for processing, packaging, environmental protection systems, quality control labs, etc.

For the purpose of entering into new venture of Mega Food Park, the Company has taken approval of the shareholders vide postal ballot on 22nd February, 2018 to sale, lease, transfer its PTA plant, as it has not been in operation since Sept'' 2000 due to various reasons beyond its control and has also changed its object clause vide postal ballot on 22nd February, 2018. Company is in the process of utilizing its infrastructure for some new Industry as advised by international consultants EY

The Company has leased 57.42 acres of land for 75 years to its 100 % subsidiary for food park or other industry. The Company shall get Equity shares or any other consideration for the value of assets lease out. The Company shall sell the infrastructure built or constructed on the above leased land including administrative buildings, warehouses, weigh bridge, ETP, STP, Internal roads, Boundary wall, SWD, Underground water storage, Fire and Raw Water Sump, Etc. to SPV.

CHANGE OF NAME OF THE COMPANY

With the consent of the Members through Special Resolution passed at the 26^th Annual General Meeting held on 1^st July, 2017, the name of the Company was changed from SVC Superchem Limited to SVC Industries Limited in order to emphasis focus of various activities apart from manufacturing of chemicals, which is the main line of Company''s business.

A fresh Certificate of Incorporation consequent to change of name was given by Registrar of Companies, Mumbai on 13^th August, 2017.

ORDER RECEIVED FROM BSE

The Company has received letter from SEBI dated 7th August,

2017, SEBI vide its letter bearing no. SEBI / HO / ISD / OW / P/ 2017/ 18183 as forwarded a list of 331 shell companies as identified by Ministry of Corporate Affairs and has directed the Exchanges to identify the companies listed on their trading platform and to initiate some measures. Where trading in all such listed securities shall be placed in Stage VI of the Graded Surveillance Measure (GSM) with immediate effect. Therefore, as per the provisions of GSM framework, the securities were not be available for trading from 9th August, 2017. Trading in these securities are permitted only on first Monday of the month. The Company replied to SEBI through its letter dated 10th August, 2017.

Thereafter, the company received letter from BSE under SEBI directions w.r.t. Listed Shell Companies to submit required documents. The company filled respective documents to BSE.

The Company has again made the representation vide its letter dated 12th April, 2018 & 22nd May, 2018 to BSE Limited & SEBI requesting them to reconsider the decision narrating the flow of the events since the date of issue of notice by BSE Limited dated 10th August, 2017. BSE is yet to revert back.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

SALE OR DISPOSAL OF THE PLANT

Company''s PTA plant has been closed since September, 2000 and with the passage of time, in spite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Now because the capacity of our plant has economically reduced and technologically obsolete, the Company wants to utilize its infrastructure for some new Industry as advice by international consultant.

The Company has leased the available land for short term and /or long term period to its subsidiary and other unit for Food Park and other industry. The Company shall sell the infrastructure built or constructed on the above leased land including administrative buildings, warehouses, weigh bridge, ETP, STP, Internal roads, Boundary wall, SWD, Underground water storage, Fire and Raw Water Sump, Etc. to SPV at a fair valuation.

INTERNAL FINANCIAL CONTROL (IFC):

Your Company has a Management Assurance and Audit Department, which provides comprehensive audit coverage of functional areas and operations of the Company to examine the adequacy of and compliance with policies, procedures, statutory and regulatory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations. Management Assurance and Audit is an independent and objective assurance and consulting activity designed to add value and improve the Company''s operations. Management Assurance and Audit function is accountable to the Board of Directors through the Chairman of the Audit Committee. Management Assurance and audit also assist the management in identifying operational opportunities for revenue leakage, cost -savings and revenue enhancements; ensures working within their nugatory and statutory framework and facilitate early detection and prevention of frauds.

The Company has internal control system commensurate with the size, scale and complexity of its operation. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a remuneration of Rs. 60,000/- p.a. in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

FIXED DEPOSITS:

We have not accepted any fixed deposit and as such no amount of principal or interest was outstanding as on the date of balance sheet.

STATURORY AUDITORS:

M/s. Chaturvedi SK & Fellow, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 1^st July, 2017, for a term of five consecutive years i.e up to the date of Annual General Meeting in 2021-22.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

At present we have only one class of shares i.e. equity shares of Rs. 10 each. Our authorized share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 161.86 Crores as on March 31, 2018.

EXTRACT OF THE ANNUAL RETURN:

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Your Company shall take sufficient care in the technical design of food park to optimize the energy consumption to the maximum. However the company makes all efforts towards conservation of energy, protection of environment & ensuring safety.

FO REI G N EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earn ed any foreign exchange during the financial year ended 31^st March, 2018.

CORPORATE SOCIAL RESPONSIBILTY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company as the company never commenced the production & has not earned any profit / income.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Abha Ravi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. Details about Ms. Abha Ravi is given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY:

A declaration by an Independent Directors have been received stating that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013. An independent director shall hold office for a maximum term upto five consecutive years on the Board of a Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year 6 Board Meetings and 4 Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTOR:

During the year 2017-18, a separate meeting of the Independent Directors was held on 9th August, 2017 without the presence of the non-Independent Directors, in accordance with the provisions of the Companies Act, 2013and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

AUDIT COMMITTEE:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee of the Company consists of Mr. Suresh V. Chaturvedi as Chairman, Mr. Jaffar Imam and Mr. G.S. Dahotre members.During the year, the Stakeholders Relationship Committee met for 27times.

NOMINATION AND REMUNERATION COMMITTEE:

Imam and Mr. I.G. Mehrotra as members. This Committee has been constituted as per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year the Committee met once to appoint Company Secretary of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health and& safety, environmental issues and wastage/ misappropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.svcIndustriesltd.com

CONTRACT / ARRANGEMENT WITH RELATED PARTIES:

RISK MANAGEMENT:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated framework for managing risks and internal controls. The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under review and were operating effectively.

MANAGERIAL REMUNERATION:

In order to control expenses as advised by the shareholders in the earlier Annual General Meeting, the Company did not appoint any M managing D i rector / Who le-time Director or manager as required under section 197 of the Companies Act, 2013.

There is no employee covered pursuant to section 197 read with rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no particulars are given.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as âAnnexure Bâ.

MANAGEMENT, DISCUSSION AND ANALYSIS:

Separate section on Management, discussion and analysis forming part of the Directors'' report is annexure as Annexure âCâ.

FRAUD REPORTING:

During the year under review the Company has not reported fraud of any nature to the Audit Committee or Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that.

I. In the preparation of the annual accounts for the year ended 31^st March 2018, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 12 forming part of the Balance Sheet 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 as on 31^st March 2018;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts for the financial year ended 31^st March, 2018 on a going concern basis.

V. They have laid down ''internal financial controls'' to be followed by the Company and that such internal financial control are adequate and were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the BSE Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2017 18.

CEO / CFO CERTIFICATION:

As there is no CEO in the Company, CFO of the Company has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 ^stMarch, 2018.

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The disclosures obtained under the code are submitted to the BSE Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

DEMATERIALISATION OF SHARES:

Your Company has always paid utmost attention to improve investor''s relationship. As on 31^st March, 2018 approximately 87.38 % of the total shares of the Company has already been dematerialized.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.

For and on behalf of the Board

Suresh V. Chaturvedi Director

Place: Mumbai.

Date: 7^th July, 2018

Mar 31, 2017

DIRECTORS'' REPORT TO THE MEMBERS

The Directors present the 26^thAnnual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS:

Like earlier years Company''s PTA plant is closed this year too. As the plant of the Company is closed for more than 15 years, the Company had no manufacturing, trading or service activities during the financial year ended 31^st March, 2017 and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-work-in progress Account. However, the Company has prepared and submitted financial results to BSE in the prescribed format as per Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PROJECT:

Company''s plant has been closed since September, 2000 and with the passage of time, in spite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Company has not issued any shares or debentures to public after its initial public issue in 1994. These funds were fully utilized by March, 1996. Subsequently, due to no availability of loan fund from banks, plant could not commence production. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements this year too and Company is trying its best through investors to settle the lenders in order to revive the business activity, see report on Management Discussion and Analysis (Annexure - C).

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year under review as the company is still at the pre-commencement stage.

STATE OF COMPANY''S AFFAIRS:

As the plant of the Company is closed for more than 15 years the Company had no manufacturing, trading or service activities during the financial year ended 31^st March, 2017.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL (IFC):

The Company has internal control system commensurate with the size, scale and complexity of its operation. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a remuneration of Rs. 60,000/- p.a. in compliance with section 138 of the Companies Act, 2013. The scope of audit -and the outcome of the audit are reviewed by Audit Committee at regular interval.

FIXED DEPOSITS:

We have not accepted any fixed deposit and as such no amount of principal or interest was outstanding as on the date of balance sheet.

STATURORY AUDITORS:

M/s. B.M. Chaturvedi & Co., Chartered Accountants (Firm Registration Number: 017607), who are the Statutory Auditors of the Company, will hold office up to the ensuing Annual General Meeting. As per the Companies Act, 2013, a new firm Chaturvedi SK & Fellows, Chartered Accountants (ICAI Firm Registration No. 112627W) has been recommended for appointment as Statutory Auditors of the Company for a term of five years from the conclusion of the forthcoming Annual General Meeting of the Company subject to ratification by the shareholders every year. They have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Auditors of the Company.

AUDITOR''S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

EXTRACT OF THE ANNUAL RETURN:

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R & D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31^st March, 2017.

CORPORATE SOCIAL RESPONSIBILTIY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company as the PTA plant of the Company is still at the pre-commencement stage and has not earned any profit / income.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Suresh V. Chaturvedi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details about Mr. Suresh V. Chaturvedi are given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT, IF ANY:

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year 5 Board Meetings and 4 Audit Committee Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relationship Committee of the Company consists of Mr. Suresh V. Chaturvedi as Chairman, Mr. Jaffar Imam and Mr. G.S. Dahotre members. During the year, the Stakeholders Relationship Committee met for 18 times.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee consist of Mr. G.S. Dahotre as chairman, Mr. Jaffar Imam and Mr. I.G. Mehrotra as members. This Committee has been constituted as per terms or provision of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year the Committee met once to

SECRETARIAL AUDIT REPORT:

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

MANAGEMENT, DISCUSSION AND ANALYSIS:

Separate section on Management, discussion and analysis forming part of the Directors'' report is annexed as Annexure "Câ.

FRAUD REPORTING:

During the year under review the Company has not reported fraud of any nature to the Audit Committee or Board.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has come into force on 9th December, 2013. Under the said Act, every company is required to set up Internal Complaints Committee to look into complaints relating to sexual harassment of any woman employee at work place.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, Company has not received any complaint of sexual harassment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31^st March 2017, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 16 forming part of the Balance Sheet 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 as on 31^st March 2017;

IV. The Directors have prepared the annual accounts for the financial year ended 31^st March, 2017 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 were operating effectively.

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2016 17.

CEO / CFO CERTIFICATION:

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares beyond threshold limits. Further, it prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on 31^st March, 2017 approx. 87.36 % of the total shares of the Company has already been dematerialized.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.

For and on behalf of the Board

Suresh V. Chaturvedi

Director

Place: Mumbai.

Date: 3^rd May, 2017

Mar 31, 2015

The Directors present the 24uAnnual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS:

Like earlier years Company's PTA plant is closed this year too. As the plant of the Company is closed for more than 15 years the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2015 also and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-Work-In progress Account. However, the Company has prepared financial results in the prescribed format as per Listing Agreement with BSE Limited.

PROJECT:

Company's plant has been closed since September, 2000 and with the passage of time, inspiteoftime to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Company has not issued any shares or debentures to public after its initial public issue in 1994. These funds were fully utilized by March, 1996. Subsequently, due to non-availability of loan fund from banks, plant could not commence production. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements this year too and company is trying its best through investors to settle the lenders in order to revive the business activity (see report on Management discussion a nd Analysis.

DIVIDEND:

Your Directors have not recommended any dividend on equity shares for the year under review as the Company is still at the pre-commencement stage.

STATE OF COMPANY'S AFFAIRS:

As the plant of the Company is closed for more than 14 years the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2015.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS I COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNALFINANCIALCONTROL:

The Company has internal control system commensurate with the size, scale and complexity of its operation. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor at a remuneration of Rs. 60000/- p.a. in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular interval.

FIXED DEPOSITS:

Your Company has not accepted or renewed any deposit under chapter V of the Companies Act. 2013,

STATURORY AUDITORS:

M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company's Auditors, retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- appointed and have confirmed that their appointment, if made, would be within the prescribed fimits under Section 141 of the Companies Act, 2013. As required under clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITOR'S REPORT:

The observations by the Auditors in their report a re self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

At present we have only one class of shares - equity shares of Rs. 10 each. Our authorized share capitai is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the Company is Rs. 161.86 Crores as on March 31,2015.

EXTRACT OF THE ANN UAL RETURN:

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R&D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31s' March, 2015,

CORPORATE SOCIAL RESPONSIBILITY:

The Provision with respect to Corporate Social Responsibility is not attracted to the Company as the PTA plant of the Company is still at the pre-commencement stage and has not earned any profit / income.

PERSONNEL:

There is no employee covered pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars a re given.

DIRECTORS:

As per Section 149 and other applicabie provisions of the Companies Act, 2013,your Directors are seeking appointment of Mr. Jaffar Imam as Independent Directors for four consecutive years for a term upto March 31,2019. Details of the proposal for appointment of Mr. Jaffar Imam are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 24hAnnual General Meeting. Mr. Jaffar Imam has made a declaration that he meets the criteria of independence as provided in sub-section (6) of 149 of the Companies Act. 2013.

Ms, Abha Ravi was appointed as the Additional Director as per section 149 {1) read with Ru! e 3 of Cha pter XI of the Companies Act, 2013 with effect from March 25,2015. Ms. Abha Ravi holds office upto the date of ensuing Annua! General Meeting. Her candidature for appointment as a Director liable to retire by rotation has been included in the Notice convening the forthcoming Annual General Meeting of the Company. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Suresh V. Chaturvedi Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Details about Suresh V. Chaturvedi are given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

A declaration by an Independent Directors have been received stating thai they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. An independent director shall hold office for a maximum term up to five consecutive years on the Board of a Company.

FORMALANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Audit, Nomination and Remuneration Committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year 5 Board Meetings and 5 Audit Committee Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE:

The Audit Committee acts as a link between the statutory an internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder ReSationship Committee of the Company consists of Mr. Suresh V. Chaturvedi, Mr. Jaffar Imam and Mr. G.S. Dahotre.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The Nomination and Remuneration Committee consist of Mr. G.S. Dahotre, Mr. Jaffar Imam and Mr. I.G. Mehrotra.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of SVC Superchem Code of Conduct, fraud,bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/misappropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The detaifs of the Whistle Blower Policy are available on the website of the Company i.e. www.svcsuperchemltd.com.

CONTRACT / ARRAGEMENT WITH RELATED PARTIES:

The Company has not entered into any transaction during the financial year with the related party in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company.

MANAGERIAL REMUNERATION:

In order to control expenses as advised by the shareholders in the earlier Annual General Meeting, the Company did not appoint any Managing Director/Whole-time Director or manager as required under section 197 ofthe Companies Act, 2013.

SECRETARIALAUOIT REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Companies has appointed Mr. R.N. Gupta, a practicing Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as "Annexure B'.

MANAGEMENT, DISCUSSION AND ANALYSIS:

Separate section on Management, discussion and analysis forming part Of the Directors' report is annexure as Annexure "C".

FRAUD REPORTING:

During the year under review the Company has not reported to the Audit Committee / Board fraud of any nature.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Inorderto prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013, Under the said Act every company is required to set up an Internal Complaints Committee to took into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, Company has not received any complaint of sexual harassment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required u/s 134 (5)of the Companies Act, 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet 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 as on 31st March 2015;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis,

V. The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Clause 49 to the Listing Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors' Report,

RECONCILIATION OF SHARE CAPITALAUDIT REPORT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.

CODEOFCONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non- Executive Directors as also for the employees and other Members of Senior Management. The said code has been communicated to all the Directors and Members ofthe Senior Management. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2014-15.

CEO/CFO CERTIFICATION:

As per Sub- clause VIM of Clause 49 of the Listing Agreement, there is no CEO in the Company however, the Company has obtained the CFO Certification taken on record at the Board meeting held on 23Â May, 2015 for the financial year ended 31st March, 2015

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulale trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company shares beyond threshold limits. Further, it prohibits the purchase or sale of Company shares by the Directors and the designated employees white in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, Mumbai from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Com pany has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 7.3.200O and 23.3.200O respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor's relationship. As on 31st March, 2015 approx, 74.84 % of the total shares of the Company has already been dematerialized.

By order of the Board of Director's

For SVC Superchem Ltd.

G.S. Dahotre Jaffar Imam

Director Director

Place: Mumbai.

Date: 3rd August, 2015

Mar 31, 2014

TO THE MEMBERS

The Directors present the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Like earlier years Company''s PTA plant is closed this year too. As the plant of the Company is closed for mo re th an 1 4 yea rs, th e Co mp an y h ad n o manufacturing, trading or service activities during the financial year ended 31st March, 2014 also and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-work-in progress.

PROJECT

Company''s plant has been closed since September, 2000 and with the passage of time, inspite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Company has not issued any shares or debentures to public after its initial public issue in 1994. These funds were fully utilized by March, 1996. Subsequently, due to non-availability of loan fund from banks, plant could not commence production. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements this year too.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

PERSONNEL

There is no employee covered pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars are given.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Jaffar Imam, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. Details about Jaffar Imam is given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.

Mr. A.R. Sekar has relinquished his office w.e.f. 31st March , 2014. Your Directors wish to place on record their appreciation for his contributions given to the Company during his tenure.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Dr. P.P. Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre as Independent Directors for five consecutive years for a term upto 31 March,2019. Details of the proposal for appointment of Dr. P.P. Shastri, Mr. I.G. Mehrotra and Mr. G.S. Dahotre are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 23rd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required u/s 134 (5) of the Companies Act, 2013, the Directors confirm that;

I. in the preparation of the annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with explanation relating to material departures;

II. they have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet 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 as on 31st March 2014;

III. the Directors had taken proper and sufficient care for th e maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

V. They have laid down ''internal financial controls'' to be followed by the Company and that such internal financial control are adequate and were operating effectively.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure th at all man d atory provisions of Corporate Governance, in terms of Clause 49 to the Listing Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.

CODE OF CONDUCT

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other Members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2013-14. A separate declaration to this effect is annexed to the Corporate Governance Report.

CEO / CFO CERTIFICATION

As per Sub- clause VIII of Clause 49 of the Listing Agreement, the Company has obtained the CFO Certification taken on record at the Board meeting held on 29th May, 2014 for the financial year ended 31st March, 2014.

INSIDER TRADING

As directed by the Securities and Exchange Board of India (SEBI), your Company has adopted the Code of Insider Trading. The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, Mumbai from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

STATURORY AUDITORS

M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company''s Auditors, retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- appointed and have confirmed that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013.

AUDIT REPORT

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial prod uction , based on ou r actual experience, improvements to the process and technology will be made through our Technical Services and R & D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31st March, 2014.

DEMATERIALISATION OF SHARES

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Secu rities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on 31st March, 2014 approx. 74.78 % of the total shares of the Company has already been dematerialized.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees at all levels.

For and on behalf of the Board

Suresh V. Chaturvedi Jaffar Imam

Promoter Director Director

Place : Mumbai.

Date : 29th May, 2014.

Mar 31, 2013

TO THE MEMBERS

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

As the plant of the Company is closed for more than 13 years the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2013 also and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-work-in progress.

PROJECT

Company''s plant has been closed since September, 2000 and with the passage of time, inspite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. Company has not issued any shares or debentures to public after its initial public issue in 1994. These funds were fully utilized by March, 1996. Subsequently, due to non-availability of loan funds from banks, plant could not commence commercial production. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

PERSONNEL

There is no employee covered pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars are given.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri Suresh V. Chaturvedi and Mr. Jaffar Imam, Directors of the company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Details about these Directors are given in the Notice of the ensuring Annual General Meeting sent to the shareholders along with the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required u/s 217 (2AA) of the Companies Act, 1956, the Directors confirm that;

I. in the preparation of the annual accounts for the year ended 31st March 2013, the applicable accounting standards and requirement of Schedule VI to the Companies Act had been followed and there is no material departure from the same;

II. they have selected such accounting policies and applied them consistently except for the non- provision of interest on all secured loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet 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 2013;

III. 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 and detecting fraud and other irregularities; and

IV. the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Clause 49 to the Listing Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors'' Report.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing

Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the BSE Limited.

CODE OF CONDUCT

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other Members of Senior

Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year 2012-13. A separate declaration to this effect is annexed to the Corporate Governance Report.

CEO / CFO CERTIFICATION

As per Sub- clause VIII of Clause 49 of the Listing Agreement, the Company has obtained the CFO Certification taken on record at the Board meeting held on 24th May, 2013 for the financial year ended 31st March, 2013.

INSIDER TRADING

As directed by the Securities and Exchange Board of India (SEBI), your Company has adopted the Code of Insider Trading. The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, Mumbai from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

AUDITORS

M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company''s Auditors, retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- appointed and have confirmed that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

AUDIT REPORT

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R & D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31st March, 2013.

DEMATERIALISATION OF SHARES

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor''s relationship. As on 31st March, 2013 approx.74.74% of the total shares of the Company has already been dematerialised.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees at all levels.

For and on behalf of the Board

G. S. Dahotre Jaffar Imam

Director Director

Place : Mumbai.

Date : 24th May, 2013.

Mar 31, 2012

The Directors present the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

As the plant of the Company is closed for more than 10 years the Company had no manufacturing, trading or service activities during the financial year ended 31st March, 2012 also and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been added to Capital-work-in progress.

PROJECT

Company's plant has been closed since September, 2000 and with the passage of time, inspite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth hundreds of Crores of investment, the Company has made necessary security arrangements.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

PERSONNEL

There is no employee covered pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars are given.

DIRECTORS

Shri I. G. Mehrotra, Director of the company retires by rotation at the ensuing Annual General Meeting and is being eligible offer himself for re-appointment. Shri G.S. Tiwari retired from the Board w.e.f. 26th September, 2011. The nomination of Dr. P.P. Shastri was withdrawn by UTI effective 9th November, 2011, thereafter he was appointed as Additional Director on the Board with immediate effect and whose term will expire at the end of ensuing Annual General Meeting and has already expressed his willingness to be re- appointed.

DIRECTORS' RESPONSIBILITY STATEMENT

As required u/s 217 (2AA) of the Companies Act,1956, the Directors confirm;

I. in the preparation of the annual accounts for the year ended 31st March' 2012, the applicable accounting standards and requirement of Schedule VI to the Companies Act had been followed and there is no material departure from the same;

II. the Directors had selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. 5 (g) forming part of the Balance Sheet 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'2012;

III. 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 and detecting fraud and other irregularities; and

IV. the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Clause 49 to the Listing Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors' Report.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice the Company has appointed M/s Nishant Jawasa & Associates, Mumbai a practicing Company Secretary to conduct secretarial audit for the year ended 31st March, 2012.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.

CODE OF CONDUCT

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other Members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management.

CEO / CFO CERTIFICATION

As per Sub- clause VIII of Clause 49 of the Listing Agreement, the Company has obtained the CFO Certification taken on record at the Board meeting held on 14th July, 2012 for the financial year ended 31st March, 2012.

INSIDER TRADING

As directed by the Securities and Exchange Board of India (SEBI), your Company has adopted the Code of Insider Trading. The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, Mumbai from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

AUDITORS

M/s B. M. Chaturvedi & Co., Chartered Accountants, the Company's Auditors, retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- appointed and have confirmed that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

The comment by the Auditors in their report are self- explanatory and, in the opinion of the Board, do not require any further clarification.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R & D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31st March, 2012.

DEMATERIALISATION OF SHARES

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively and has offered investors the

facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor's relationship. As on 31st March, 2012 approx. 74.70 % of the total shares of the Company has already been dematerialised.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees at all levels.

For and on behalf of the Board Jaffar Imam Director

For and on behalf of the Board Suresh V. Chaturvedi Promoter Director

Place : Mumbai. Date : 14th July, 2012.

Mar 31, 2010

The Directors present the 19th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2010.

ACCOUNTS

As the company is still closed due to financial constraint the Company had no manufacturing, trading or service activities for the financial year ended 31s1 March, 2010 and as such no Profit & Loss Account has been prepared for the above financial year and all the expenditure incurred has been shown as project / other expenses to be capitalised at a later date.

PROJECT

Companys plant under construction has been shut down since September, 2000 and with the passage of time, inspite of time to time maintenance by the Company and in the absence of any operation since, then, the corrosion is taking place in the plant due to climatic and cyclonic conditions in the area. It is difficult to express the opinion about the health of the plant on going concern basis or about the losses due to impairment if the assets of the projects, since the project and its plant and machinery are one of the highly technologically oriented projects whose valuation or its capabilities and conditions are technical subject, and in the absence of independent technical evaluation and health check up of the plant at present, one cannot determine losses if any, for making any provision for impairment of the assets of the project or about its status as ongoing project. In order to protect the interest of the shareholders, stake holders, employees and the national assets worth Crores of investment, the Company has approached the Hon able Allahabad High Court. The Honable Allahabad High Court has granted temporary stay by preventing PICUP from taking over the physical assets of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

STATUTORY DUES

During the year company has deposited all statutory dues regularly from time to time.

PERSONNEL

There is no employee covered pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, hence, no particulars are given.

DIRECTORS RESPONSIBILITY STATEMENT

As required u/s 217 (2AA) of the Companies Act, 1956, the Directors confirm;

I. That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

II. That the Directors had selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No. B-16 of Schedule H forming part of the Balance Sheet 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.

III. 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 and detecting fraud and other irregularities.

IV. That the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Suresh V. Chaturvedi and Mr. Jaffar Imam, Directors of the company retire by rotation at the ensuing Annual General Meeting and are being eligible offer themselves for re-appointment. Mr. G.S. Tiwari was re-appointed as the Wholetime Director at the Board Meeting hold on 30th July, 2010. His re- appointment and remuneration are subject to your approval at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Clause 49 to the Listing Agreements with Stock Exchange, are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors Report.

SECRETARIAL AUDIT

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Secretarial Audit are regularly taken at the Board Meeting, besides submitting it to the Bombay Stock Exchange Limited.

CODE OF CONDUCT

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees including Whole-time Director and other Members of Senior Management. The said code have been communicated to all the Directors and Members of the Senior Management. CEO / CFO CERTIFICATION

As per Sub- clause VIII of Clause 49 of the Listing Agreement, the Company has obtained the CEO / CFO Certification taken on record at the Board meeting held on 30"1 July, 2010 for the financial year ended 31s1 March, 2010. The Report certified to the Board that:

(A) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

INSIDER TRADING

As directed by the Securities and Exchange Board of India (SEBI), your Company has adopted the Code of Insider Trading. The disclosures obtained under the code are submitted to the Bombay Stock Exchange Limited, Mumbai from time to time. The Company regularly follows the system of Share Trading Window mechanism as per the Insider Regulation.

STOCK EXCHANGE

The equity shares of your company are listed with Bombay Stock Exchange Limited. The listing fees for the financial year, 2010-11 have been paid to the Stock Exchange.

AUDITORS

M/s. B. M. Chaturvedi & Co., Chartered Accountants,

the Companys Auditors, retire at the conclusion of the ensuing Annual General Meeting. They have given their consent to act as Auditors of the Company if re- appointed and have confirmed that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

The comment by the Auditors in their report are self- explanatory and, in the opinion of the Board, do not require any further clarification.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company has taken sufficient care in the technical design of your PTA plant to optimize the energy consumption to the maximum. After achieving commercial production, based on our actual experience, improvements to the process and technology will be made through our Technical Services and R&D Departments towards further optimization.

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended 31s1 March, 2010. DEMATERIALISATION OF SHARES

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 7.3.2000 and 23.3.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investors relationship. As on 31s March, 2010, approx. 74.47 % of the total shares of the Company have already been dematerialised.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees at all levels.

For and on behalf of the Board For and on behalf of the Board

Jaffar Imam G.S. Tiwari

Director Wholetime Director

Place : Mumbai. Date : 30,th July, 2010.

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