Uniworth International Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting their 31st Annual Report on the business and operations
of the Company together with the Audited Statement of Accounts for the year ended 31st March,
2024.

FINANCIAL HIGHLIGHTS:

During the year under review, performance of your Company as under:

Particulars	31st March, 2024 (Rs. in Lakhs)	31st March, 2023 (Rs. in Lakhs)
Turnover & other Income	-	-
Profit /(Loss) before Interest and Depreciation	(3.40)	(2.80)
Less: Interest	(152.99)	(152.99)
Profit /(Loss) before Depreciation	(156.03)	(155.79)
Less: Depreciation	-	-
Profit /(Loss) before Tax	(156.03)	(155.79)
Less: Provision for Taxation	-	-
Profit /(Loss) after Tax for the year	(156.03)	(155.79)
Add: Balance Brought Forward from the Previous year	(13044.90)	(12889.11)
Profit /(Loss) carried to Balance Sheet	(13200.93)	(13044.90)

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

There was no business activity in real terms during the year under review. So there was no income
during the year. But Company is reconsidering about other activities suitable for the Company.

DIVIDEND:

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend
for the Financial Year 2023-24.

AMOUNTS TRANSFERRED TO RESERVES:

In view of huge accumulated losses and current year''s losses, your Directors were unable to transfer
any amount to the General Reserve Account.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of the Business taken place during the year under review.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2023-24, there have been no changes in the share capital of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2024 the
applicable accounting standards have been followed and there are no material departures;

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

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively except deficiencies in operating
effectiveness in respect of old outstanding of trade receivables, advances to parties and some old
creditors for expenses;

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Bahadur Ram Mallah
(DIN: 08035016), is liable to retire by rotation and being eligible, offers himself for re-appointment
and the same is proposed for approval at the ensuing Annual General Meeting.

During the year 2023-2014 under review Mr. Kaushal Kumar (DIN: 08035025) was appointed as
Director (Non-executive & Independent) of the Company with effect from 30.05.2023 and
subsequently he has resigned as Director with effect from 13.08.2023. Further, he was again
appointed as Director (Non-executive & Independent) of the Company with effect from 04.09.2023.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have
made a declaration confirming the compliance of the conditions of the independence stipulated in
Section 149(6) of the Act.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of deposits, covered under Chapter
V of the Companies Act, 2013.

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and no fixed deposits were
outstanding or remained unclaimed as on March 31, 2024.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2023-24, the Board of Directors of the Company met 5 (Five) times, details
of the meetings has been given in the Corporate Governance Report, which forms part of this report.

COMMITTEE COMPOSITION AND MEETING DETAILS:

The details pertaining to composition of various Committees are included in the Corporate
Governance Report, which forms part of this report.

CORPORATE GOVERNANCE REPORT:

A Report on Corporate Government together with a Certificate from the Auditors on compliance
thereof required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and forms a part of this report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India,
is presented in a separate section which forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9, for the Financial Year 2023-24 has been enclosed
with this report as "Annexure MI".

CORPORATE SOCIAL RESPONSIBILITIES:

The provisions of Section 135 of the Companies Act, 2013 in connection with Corporate Social
Responsibility are not applicable to the Company since the Company falls below the threshold limits.

AUDITORS'' REPORT:

The observations made by Auditors in their Auditor''s Report with reference to notes to financial
statements are self explanatory and need no comments, forms part of this report.

STATUTORY AUDITORS:

M/s Khandelwal Ray & Co., Chartered Accountants (FR.No. 302035E) has been appointed as the
Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from
the conclusion of 29th of Annual General Meeting held on 29.09.2022, until the conclusion of the
34th Annual General Meeting of the company to be held in the year 2027.

INTERNAL AUDITORS:

The Company has appointed M/s. P. K. Bothra & Co., Chartered Accountants, as an Internal Auditors
of the Company for the financial year 2024-25.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on
3rd September, 2024 have appointed M/s K K Sanganeria & Associates, Company Secretaries, as
Secretarial Auditors, for conducting Secretarial Audit of the Company for the Financial Year 2024-25.
Report of the Secretarial Auditors for the financial year ended 31.03.2024 is given as "Annexure II"
which forms part of this report.

BOARDS VIEW:

The Company has settled dues of some of the lenders and the claims of other lenders are disputed.
The breaches and inaction of lenders have caused tremendous losses and damages to the
borrower which are more than the amount claimed by the Lender. Hence, figures of the
borrowed amount shown in the balance sheet after due adjustments with the said loss and damages
may result in No Debt Due, rather the borrower is entitled to recover substantial amount from the
lender. Under these facts and circumstances, the figures of borrowed amount in this balance sheet
cannot be considered as admission, if any, of the claim of lender(s).

All compliances with the stock exchanges are updated and in respect of the status of the company
being shown as "Suspended" by BSE Limited and the Calcutta Stock Exchange Limited, the company
has taken up the matter with both the exchanges as the company is in compliance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the financial year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during the financial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financial year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes affecting the financial position of the Company occurred between the end of
the financial year to which this financial statements relate on the date of this report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year were on arm''s length basis
and in the ordinary course of business. There were no materially significant related party
transactions which were in conflict of the Company.

ENERGY, CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO:

In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 and the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information
relating to the " Conservation of Energy, Technology, Absorption" do not apply to the Company.

RISK MANAGEMENT POLICY:

In terms of Section 134(3)(n) of the Act, the Board of Directors has adopted a comprehensive risk
management policy which includes identification of element of risk, its mitigation and other related
factor. The Board periodically reviews the same. No Risk Management Committee has been
constituted since it is not covered by the requirements of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the provisions of the Act. The
performance of the Board was evaluated by the Board after seeking inputs from all the directors on
the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and elected Chairman of the each meeting was evaluated,
taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent Directors, at which
the performance of the Board, its committees and individual directors was also discussed.

The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act, 2013 was
formed with a view to reviewing and making recommendations on annual salaries, performance,
commissions, perquisite and other employment conditions of Executives and Officials. The
Committee''s also takes into consideration remuneration practices followed by leading Companies as
well as information provided by reputed consultants while determining the overall remuneration
package.

During the year under review the Nomination and Remuneration Committee met once on
14.02.2024, details of the meeting have been given in Corporate Governance Report, which forms
part of this report.

The following are the members of the Committee at present:

Name	Designation	Executive/Non-Executive/Independent
Mr. Kaushal Kumar *	Chairman	Non- Executive & Independent
Mr. Vivek Chaudhary	Member	Non- Executive & Independent
Mr. Bahadur Ram Mallah	Member	Non- Executive & Non-Independent

* Mr. Kaushal Kumar, Director was appointed as Member of the Committee with effect from
30.05.2023 and subsequently he has resigned as Member with effect from 13.08.2023. Further, he
was again appointed as Member of the Committee with effect from 04.09.2023.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES:

The information as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available. In
terms of Section 136 (1) read with its relevant provisions of the Companies Act, 2013, the Annual
Report excluding the aforesaid information is being sent to the Members of the Company and others
entitled thereto. The said information shall be kept open for inspection at the Registered Office of
the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of
the forthcoming Annual General Meeting.

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES:

The Company recognizes the fact that there is a need to align the business objective with the specific
and measurable individual objectives and targets.

The remuneration policy of the company can be accessed to its website i.e.
uniworthinternational.com.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No receipt of any commission by MD/WTD from a Company has been made.

CONSOLIDATED FINANCIAL STATEMENTS 0F SUBSIDIARY COMPANY:

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
Consolidated Financial Statements of the Company and its subsidiary, which is following part of
the Annual Report. A summarized detail of the subsidiary is provided in Form AOC 1 as "Annexure
I".

As per the provisions of Section 136 of the Companies Act , 2013 separate Audited Financial
Statements of its subsidiary will be provided to the Shareholders on request.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:

No significant and material order has been passed by the Regulators or Courts or Tribunal in any
other case.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has adequate internal control procedures commensurate with the size, scale and
complexity of its operations, which are well supplemented by surveillance of Internal Auditors.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has
formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of
the Company to report concerns about unethical behavior, actual or suspected fraud or violation of
the company''s code of conduct or ethics policy. The Whistle Blower Policy is available on the website
of the Company i.e. www.uniworthinternational.com

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company
has been complying with the relevant laws and has been taking all necessary measures to protect
the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The company is committed to provide a safe and conducive work environment to its employee and
has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March, 2024, the Company has not received any complaints
pertaining to Sexual Harassment.

INDUSTRIAL RELATIONS:

Industrial Relations continued to remain cordial throughout the year. Your Directors wish to place on
record their appreciation for dedicated and sincere services rendered by the executives, staff and
workmen at all levels.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or The Board of Directors during the year under
review.

PARTICULARS OF EMPLOYEES:

During the period under review, no employee of the Company drew remuneration in excess of the
limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and hence no disclosure is required to be made in the Annual Report.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from all
concerned and particularly the Shareholders of the Company for continuing to bear with the
adversities of the Company.

On Behalf of the Board

Harish Kant Mandhre B R Mallah

Director Director

DIN: 08396568 DIN:08035016

Place: Kolkata

Date: 3rd September, 2024

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Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the 21st Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March 2013 (Rs. In Lacs) (Rs. In Lacs)

Turnover & other Income - 6.14

Profit /(Loss) before Interest and Depreciation (9.15) (2.89)

Less: Interest 580.61 580.61

Profit /(Loss) before Depreciation (589.76) (583.50)

Less: Depreciation - -

Profit /(Loss) before Tax (589.76) (583.50)

Less: Provision for Taxation - -

Fringe Benefit Tax - -

Profit /(Loss) after Tax for the year (589.76) (583.50)

Add: Balance Brought Forward from the Previous year (9157.60) (8574.10)

Profit /(Loss) carried to Balance Sheet (9747.36) (9157.60)

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS :

There was no business activity in real terms during the year under review. So there was no income during the year, as against small income generated in previous year from miscellaneous resources.

DEPOSITS :

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

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 of Listing Agreements with the Stock Exchanges. A report on Corporate Governance along with a Certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS’ REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. S. K. Sett (DIN : 00527824), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

During the year 2013-14, Mr. P. P. Chowdhury (DIN : 01460839) has been ceased from the Board w.e.f. 06.03.2014.

Mr. S. K. Rathi (DIN : 01386151), has been appointed as Additional Director of the Company w.e.f. 31.12.2013. Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S S Kothari & Co., Chartered Accountants, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 29th May, 2014, have appointed M/s K.K.Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-2015.

PARTICLUARS OF EMPLOYEES:

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956.

ADDITIONAL INFORMATION :

Statement showing particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder, are not applicable this year to the Company, in as much as there has been no commercial activity during the year.

ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the co-operation and assistance received from all concerned and particularly the Shareholders of the Company for continuing to bear with the adversities of the Company.

On Behalf of the Board

Place : Kolkata Kamal Sharma S. K. Sett Date : 29th May, 2014 Executive Director Director

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Mar 31, 2013

TO THE MEMBERS :

The Directors have pleasure in presenting the 20th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS :

31st March 2013 31st March 2012 (Rs. in Lacs) (Rs. in Lacs)

Turnover & other Income 6.14

Profit/(Loss) before Interest and Depreciation (2.89) (9.00)

Less : Interest 580.61 580.61

Profit/(Loss) before Depreciation (583.50) (589.61)

Less : Depreciation

Profit /(Loss) before Tax (583.50) (589.61)

Less : Provision for Taxation

Fringe Benefit Tax

Profit/(Loss) after Tax for the year (583.50) (589.61)

Add : Balance Brought Forward from the Previous year (8574.10) (7984.49)

Profit/(Loss) carried to Balance Sheet (9157.60) (8574.10)

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS :

There was no business activity in real terms during the year under review. The small income of Rs. 6.14 lacs (previous year Nil), generated from miscellaneous resources, was largely offset by the notional Interest provided as per accounting norms.

DEPOSITS :

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

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As a Listed Company, necessary measures are taken to comply with Clause 49 of Listing Agreements with the Stock Exchanges. A report on Corporate Governance along with a Certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The observations of the Auditors'' Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. P. P. Chowdhury retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

During the year 2012-13, Mr. B. K. Dalmia resigned from the Board with effect from 30.03.2013.

Mr. S. K. Sett has been appointed as Additional Director of the Company w.e.f. 26.03.2013. Appropriate Resolution seeking your approval for his appointment is appearing in the Notice convening the Annual General Meeting.

AUDITORS :

M/s S S Kothari & Co., Chartered Accountants, are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES:

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

Statement showing particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder, are not applicable this year to the Company, in as much as there has been no commercial activity during the year.

ACKNOWLEDGEMENT :

Your Directors acknowledge with gratitude the co-operation and assistance received from all concerned and particularly the Shareholders of the Company for continuing to bear with the adversities of the Company.

On Behalf of the Board

Place : Kolkata Kamal Sharma P. P. Chowdhury

Date : 30th May, 2013 Executive Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2010

FINANCIAL HIGHLIGHTS :

31st March 2010 31st March 2009 (Rs. in Lacs) (Rs. in Lacs)

Turnover & other Income 1.83 3.13

Profit/(Loss) before Interest and Depreciation (6.19) (9.04)

Less : Interest 580.61 580.61

Profit/(Loss) before Depreciation (586.80) (589.65)

Less : Depreciation - -

Profit/(Loss) before Tax (586.80) (589.65)

Less : Provision for Taxation Fringe Benefit Tax - -

Profit/(Loss) after Tax for the year (586.80) (589.65)

Add: Balance Brought Forward from the Previous year (6810.92) (6221.27)

Profit /(Loss) carried to Balance Sheet (7397.72) (6810.92)

OPERATIONS AND MANAGEMENT DISCUSSION & ANALYSIS :

During the year under review, the initial trading work started by the Company in the previous year, could not take off as expected, and hence only a smaller income of Rs. 1.83 lacs was generated (previous year Rs. 3.13 lacs), which was however offset by the notional Interest provided as per accounting norms.

Negotiation for settling the dues of Banks are still under process.

DEPOSITS :

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

DIRECTORS RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As a Listed Company, necessary measures are taken to comply with Clause 49 of Listing Agreements with the Stock Exchanges. A report on Corporate Governance along with a Certificate from the Auditors is annexed hereto and forms part of this Report.

AUDITORS REPORT :

The observations of the Auditors Report have been dealt with in the Notes to Profit & Loss Account and the Balance Sheet in Schedule 12 of the Accounts, and being self-explanatory, do not call for any further clarifications.

DIRECTORS :

Mr. P. P. Chowdhury retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

During the year 2009-2010, Mr. K. K. Chattopadhyay was appointed as an Additional Director w.e.f. 30.10.2009 and he has subsequently resigned from the Board w.e.f. 12.08.2010.

AUDITORS :

M/s S S Kothari & Co., Chartered Accountants, are retiring at the ensuing Annual General Meeting-and are eligible for re-appointment.

- PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

Statement showing particulars pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder, are not applicable this year to the Company, in as much as there has been no commercial activity during the year.

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from all concerned and particularly the Shareholders of the Company for continuing to bear with the adversities of the Company.

On Behalf of the Board

Place : Kolkata Mahesh Sharma P. P. Chowdhury

Date : 25th August, 2010 Executive Director Director