Directors Report of Asian Vegpro Industries Ltd.

Mar 31, 2014

The Members,

The Directors are pleased to present the 20th Annual Report on the business and operations of your Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS

Particulars Year ended Year ended 31-03-2014 31-03-2013

Income 69,23,155 66,21,884

Profit (Loss) Before Depreciation & Tax 48,19,278 43,79,364

Less: Depreciation 19,41,672 20,22,520

Profit/(Loss) Before Tax : 27,26,316 21,22,134

Less: Provisions for Tax 6,30,000 2,20,000

Profit/(Loss) After Tax 20,96,316 19,02,134

DIVIDEND

Your Board has not recommended any dividend for the financial year under review.

BUSINESS PERFORMANCE REVIEW

During the year 2013 - 2014, the other income earned by your company is Rs. 69,23,155 against Rs. 66,21,884 in 2012 - 2013. During the year, your Company has taken a conscious decision of keeping the business activities production and distribution on a low key in the light of global recession, which continues to hamper the world even though impact on our economy is not significant.

As a result of lack of operation of business your Company has made profits out of the other Income being Rs. 20,96,316.

RECENT INITIATIVES AND FUTURE PROSPECTS

The Company closed the production and the factory premises has been given on rent If the Market stabfized and if the opportunities come, the Management of the Company will restart business operations.

STATUTORY DISCLOSURES

Conservation of Energy and Technology Absorption

The Company has no activity relating to Conservation of Energy, Technology Absorption in terms of Section 217(1)(e) of the Companies act 1956. The Company has no foreign exchanae eaminas durina the vear under review.

Particulars of Employee''s Remuneration and Industrial Relations

Particulars of employees as per requirements of Section 217(2A) of the Companies Act, 1956 are not applicable.

PUBLIC DEPOSITS

Your Company has not accepted any public deposit during the year under review. DIRECTORS

Mr. Rajendra Agrawal and Mr. Subhash Mittal, Directors of the Company, will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment AUDITORS

Shah, Shah & Shah, Chartered Accountants, Mumbai, Statutory Auditor of the Company shall vacate office at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and your Board recommends their appointment. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of gratitude to the employees, our Bankers and Shareholders for their continual support during the financial year under review.

For and on behalf of Asian Vegpro Industries Limited

The Board of Directors

Place : Mumbai Shyam Sunder Agarwal

Date : 30th May, 2014 Director

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Mar 31, 2013

To The Members,

The Directors hereby present the Annual Report and Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The financial performance of the company for the year ended 31st March, 2013 is summarised below:

Particulars 31-03-2013 31-03-2012

Income 66,21,884 16,02,597

Profit / (Loss) (Before depreciation

and Income Tax) 43,79,364 (12,47,736)

Depreciation 20,22,520 18,50,753

Profit / (Loss) (Before Taxes) 21,22,134 (30,98,489)

Provision for Tax 2,20,000

Profit / (Loss) after Tax 19,02,134 (30,98,489)

2. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed ;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit / loss of the company for the year ended on that date;

(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;

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

3. INCOME TAX

The Company has provided Rs. 2,20,000/- towards provision for Income Tax.

4. DEPOSITS

Your Company did not accept any deposits from outsiders.

5. PARTICULARS OF EMPLOYEES

Particulars of employees as per requirements of Section 217(2A) of Companies Act 1956 are not applicable.

6. DIVIDENDS

The Directors have not recommended any dividend because of last losses.

7. INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial throughout the year.

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

The Company has no activity realting to Conservation of Energy, Technology Absorption in terms of Section 217(1)(e) of the Companies Act 1956. The Company has no foreign exchange earnings during the year under review.

9. AUDITORS

At the Annual General Meeting members are requested to appoint auditors for the current year and fix their remuneration.

10. ACKNOWLEDGEMENT

Your Directors place on Record their sincere appreciation for the continous guidance, co-operations and assistance received from the Financial Institutions, Banks, Officers & Staff of the Company.

For and on behalf of Board of Directors

Place: Mumbai SUBHASH MITTAL

Dated : the 29th day of May, 2013 Director

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Mar 31, 2010

The Directors hereby present the Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the company for the year ended 31st March, 2010 is summarised below:

Particulars 31-03-2010 31-03-2009

Income 56,89,105 20,09,456

Profit / (Loss) (Before depreciation and Income Tax) (10,70,214) 15,32,373

Depreciation 18,40,822 12.73,657

Profit / (Loss) (Before Taxes) (29,11,036) 2,58,716

Provision for Tax -- --

Profit / (Loss) after Tax (29,11,036) 2,58,716

2. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed ;

(it) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit / loss of the company for the year ended on that date;

(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;

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

3. INCOME TAX

The Company has provided Rs. Nil towards provision for Income Tax.

4. DEPOSITS

Your Company did not accept any deposits from outsiders.

5. PARTICULARS OF EMPLOYEES

Particulars of employees as per requirements of Section 217(2A) of Companies Act, 1956 are not applicable.

6. DIVIDENDS

The Directors have not recommended any dividend due to loss incurred by the Company.

7. INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial throughout the year.

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

The Company has no activity realting to Conservation of Energy, Technology Absorption in terms of Section 217(1)(e) of the Companies Act, 1956. The company has no foreign exchange earnings during the year under review.

9. AUDITORS

At the Annual General Meeting members are requested to appoint auditors for the current year and fix their remuneration.

10. ACKNOWLEDGEMENT

Your Directors place on Record their sincere appreciation for the continous guidance, co-operations and assistance received from the Financial Institutions, Banks, Officers & Staff of the Company.

For and on behalf of Board of Directors

Place : Mumbai SUBHASH MITTAL

Dated : the 28th day of August, 2010 Director

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Mar 31, 2009

The Directors are pleased to submit their 14th Annual Report, together with the Audited Statement of Accounts of your Company for the period ended 31st March, 2009.

OPERATIONS

The income for the Company during the period was Rs. 20,09,456/- the expenditure was Rs. 4,77,083/-, depreciation was Rs. 12,73,657/- resulting in net Profit of Rs.2,58,716/-.

DIVIDEND

The Directors are unable to recommend any dividend for the period ended 31st March, 2009.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee of the Company is in receipt of remuneration in excess of limit.

DEPOSITS

The Company has not invited or accepted any deposits from public during the year.

DIRECTORS

In accordance with Section 255 of the Companies Act, 1956 Sri Rajendra Agarwal and Sri Subhash Mittal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting, but being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

The Industrial relations continued to be cordial throughout the year.

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

The Company has not activity relating to conservation of energy and technology absorption in terms of Section 217(1 )(e) of the Companies Act, 1956. The Company has no Foreign Exchange earnings and outgo during the year under review.

AUDITORS

M/s. Esmail H. Lakkadghat, Chartered Accountants, Auditors of the Company retire and M/s. Dedhia Talak Devji was appointed as Auditor for the financial year 1st April, 2008 to 31st March, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state :

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

b) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimate 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 profits/losses of the Company for the period.

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

d) That the Directors have prepared the accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for support and co-operation received from the Central Government & State Government authorities and the Companys Bankers. Your Directors also appreciate and commend the contribution made by the employees.

For and on behalf of Board of Directors

Place : Mumbai SUBHASH MITTAL

Dated : the 3rd day of September, 2009 Chairman