Directors Report of Fraser & Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the Annual Report of your Company together with the
Audited Financial Statements and the Auditors'' Report of your Company for the Financial Year
ended March 31^st, 2025. The summarized financial results for the year under review are as under:

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the Year ended March 31st, 2025 is as summarized
below:

Particulars	(24-25)	(23-24)
Turnover (Net of GST) & Other Income	3.09	0.27
Profit / (Loss) before Interest, Depreciation & Taxation	(15.36)	(6.5)
Less - Interest	0.10	0.41
Profit /(Loss) before Depreciation & Taxation	(15.46)	(6.91)
Less - Depreciation	0.33	0.75
Profit / (Loss) before tax	(15.79)	(7.66)
Less- Provision for Taxation (Inch Deferred Tax)	(0.02)	(2.88)
Net Profit / (Loss) for the year	(15.77)	(10.54)

2. PERFORMANCE REVIEW:

For the Financial Year 2024-25, the Turnover of the Company stood at Rs. 3.09 /- (Million) and Net
Profit for the year was Rs. (15.77)/- (Million).

In accordance with the provisions contained in Section 136 of the Companies Act, 2013 ("the Act"),
the Annual Report of the Company, containing Notice of the Annual General Meeting, Standalone
Financial Statements, Report of the Auditors and Board of Directors thereon are available on the
website of the Company at https://www.fraserindia.co.in. Further, a detailed analysis of
Company''s performance is included in the Management Discussion and Analysis Report ("MDAR"),
which forms part of this Annual Report.

3. DIVIDEND:

Your Directors have not recommended any Dividend for the year under review.

4. RESERVES:

The Company has transferred current year''s Loss of Rs. (15.77)/- (Million) to the Reserves & Surplus
and the same is in compliance with the applicable provisions prescribed under the Companies Act,
2013.

5. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for the adoption of Indian
Accounting Standards (Ind AS), converged with the International Financial Reporting Standards
(IFRS) vide its notification dated February 16^th, 2015, announcingthe Companies (Indian Accounting
Standards) Rules, 2015, for the application of Ind AS. Accordingly, your Company has adopted Ind
AS with effect from April 01st, 2018.

Your Company believes in highest standards of Corporate Governance and recognizes that Financial
Statements are an important source of information to the Shareholders and other Stakeholders.

6. MSME REGISTRATION:

Your Company has obtained MSME Registration with Micro category under Major Activity Services
with UAM No (Udyog Aadhaar Memorandum) with effect from May 26^th, 2020.

7. SHARE CAPITAL:

The Authorized Capital of the company as at March 31^st, 2025 stood at Rs. 12,00,00,000/- (Rupees
Twelve Crores Only) and Paid-Up Equity Share Capital as at March 31^st, 2025 stood at Rs.
8,12,03,000/- (Rupees Eight Crores Twelve Lakhs and ThreeThousand Only). During the year under
review, the Company has neither issued any Shares with Differential Voting Rights nor had granted
any Stock Options or Sweat Equity Shares.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company''s Board comprises of mix of Executive and Non-Executive Directors with
considerable experience and expertise in various fields and business strategy.

The list of Directors and Key Managerial Person of the Company as on March 31^st, 2025 are as
follows:

Sr. No.	Name	Designation	DIN/PAN NO.
1.	Omkar Rajkumar Shivhare	Managing Director	08374673
2.	Yogeeta Rajkumar Shivhare	Executive Director	08436055
3.	Mr. Vijay Ramesh Solanki	Executive Director	10683186
4.	Raj Kumar Rajpurohit	Independent Director	09838042
5.	Durgaprasad Dattaram Prabhu	Independent Director	09838212
5.	Vinod Gopaldas Gulrajani	Independent Director	03447191
6.	Anjana Jagger	Company Secretary and Compliance Officer	AHPPJ3854M

There is Material Changes in Management after 31^st March,2025 till date.

At the Meeting of the Board of Directors of the Company held on August, 13^th, 2025, Mr.
Durgaprasad Dattaram Prabhuhas resigned as Independent Director of the company (w.e.f: July
22^th 2025)

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the entire Management of the Company changed as follows:

At the Meeting of the Board of Directors of the Company held on May 30^th, 2024, M/s AAS &
Associates, Company Secretaries was appointed as the as Secretarial Auditor of the company to
conduct Secretarial Audit for the financial year 2023-24

At the Meeting of the Board of Directors of the Company held on July, 09^th, 2024, Ms. Kanchan
Sadanand Gupta has resigned from the Chief Financial Officer of the company (w.e.f: August 8^th
2023)

At the Board Meeting, Mr. Kaustubh Ravindra Shetye, has resign from Managing Director, and Mr.
Omkar Rajkumar Shivhare has re-designated as a Managing Director of the company.

At the Meeting of the Board of Directors of the Company held on February 13^th, 2025, Mr. Vijay
Ramesh Solanki was appointed as the Chief Financial Officer of the company.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

6 (Six) Board Meetings were held during the Financial Year ended March 31^st, 2025. The details of
the Board Meeting with regards to their dates is as below:

Sr. No.	Dates
1.	Friday, May 3rd, 2024
2.	Thursday, May 30th, 2024
3.	Tuesday, July 09th,2024
4.	Tuesday, August 13th, 2024
5.	Wednesday, November 13th, 2024
6.	Thursday, February 13th, 2025

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE
OF CODE OF CONDUCT:

The necessary declaration with respect to the independence of the Independent Directors of the
Company has been received from all the Independent Directors. The said Directors are in
compliance with the code of Independent Directors prescribed in Schedule IV to the Companies
Act, 2013.

The Independent Directors have all registered themselves with the MCA but all the three
Independent Directors are yet to clear their proficiency test as prescribed by the MCA.

The Code of Conduct for Directors and Senior Management Personnel as prescribed, is available on
the website of the Company the link to which is http://www.fraserindia.co.in/policies.php.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized with their Roles, Rights and Responsibilities in the Company
as well as with the nature of industry and business model of the company through various Internal
Programmer and through presentations on economy & industry overview, key regulatory
developments, strategy and performance which are made to the Directors from time to time.

13. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has
constituted the Audit Committee as follows:

Sr. No.	Name of the Director	Designation
1	Mr. Vijay Ramesh Solanki	Executive Director
2	Mr. Vinod Gopaldas Gulrajani	Non-Executive Independent Chairman	Director
3	Mr. Kaustubh Ravindra Shetye	Executive Director

The Audit Committee acts in accordance with the terms of reference specified from time to time
by the Board. There is no such incidence where Board has not accepted the recommendation of
the Audit Committee during the year under review.

During the year under review, (4) four Audit Committee meetings were held on
Wednesday, May 30^th, 2024,

Saturday, August 12^th, 2024,

Friday, September 30^th, 2024
Tuesday, November 13^th, 2024
Friday, January 10^th, 2025

14. VIGIL MECHANISM:

The Company has established a vigil mechanism and overseas through the committee, the genuine
concerns expressed by the Employees and other Directors. The Company has also provided
adequate safeguards against victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the Audit Committee on reporting
issues concerning the interests of co-employees and the Company.

All Protected Disclosures reported under the Policy are to be thoroughly investigated by the
Committee concerned or by a person designated by such committee. As per the requirement of
Listing Regulations, details of Vigil Mechanism is provided on the Website of the Company i.e

www.fraserindia.co.in.

15. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted the Nomination and Remuneration Committee as follows:

Sr. No.	Name of the Director	Designation
1	Mr. Vinod Gopaldas Gulrajani	Non-Executive Independent Director (Chairman)
2	Ms. Yogeeta Rajkumar Shivhare	Executive Director
3	Mr. Raj Kumar Rajpurohit	Non-Executive Independent Director

The Nomination and Remuneration Committee acts in accordance with the terms of reference
specified from time to time by the Board.

During the year under review, 1 (One) Nomination and Remuneration Committee Meeting were
held on Monday, July 02^nd, 2024,

16. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted Stakeholders Relationship Committee as follows:

Sr. No.	Name of the Director	Designation
1	Mr. Vinod Gopaldas Gulrajani	Non-Executive Independent Director (Chairman)
2	Mr. Omkar Rajkumar Shivhare	Managing Director
3	Mr. Yogeeta Rajkumar Shivhare	Executive Director

Stakeholders Relationship Committee acts in accordance with the terms of reference specified
from time to time by the Board.

During the year under review, 1 (One) SRC meeting were held on Saturday, September 30^th, 2024.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the Financial year ended March 31^st, 2025, no Contribution towards the Corporate Social
Responsibility under Section 135 of the Companies Act, 2013 was made by the Company.

18. FORMAL ANNUAL EVALUATION:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board
shall monitor and review the Board evaluation framework. The framework includes the evaluation
of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees'' effectiveness

• Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of
its own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of Independent Directors shall be
done by the entire Board of Directors, excluding the Directors being evaluated.

The review concluded by affirming that the Board as a whole as well as all of its Members,
individually and the Committees of the Board continued to display commitment to good
governance, ensuring a constant improvement of processes and procedures.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

b) 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 or loss
of the company for the year under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) 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.

f) The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.

20. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of
the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto, excluding the information on
employees'' particulars which is available for inspection by the Members at the Registered Office of
the Company during business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member
may write to the Company Secretary in this regard.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT:

Internal Control Systems has been designed to provide reasonable assurance that assets are
safeguarded, transactions are executed in accordance''s with management''s authorization and
properly recorded and accounting records are adequate for preparation of Financial statements
and other Financial information. Internal check is conducted on a periodical basis to ascertain the
adequacy and effectiveness of internal control systems.

In the opinion of the Board, the existing internal control framework is adequate and commensurate

to the size and nature of the business of the Company.

22. SUBSIDIARY. ASSOCIATES OR JOINT VENTURE:

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the
Financial Year 2024-2025.

23. FIXED DEPOSITS:

The Company has not accepted any deposits from the public in terms of Section 73,74, 75 and 76
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

24. PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS BY COMPANY:

During the Financial Year ended March 31^st, 2025, no Loan, Guarantee and Investment under
Section 186 of the Companies Act, 2013 was made by the Company.

25. RELATED PARTY TRANSACTIONS:

During the Financial Year 2024-25, your Company has entered into transactions with Related
Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014, which were in the Ordinary Course of Business
and on Arms'' Length basis and in accordance with the provisions section 188 of the Companies Act,
2013, and Rules made thereunder read with Regulation 23 of theSEBI Listing Regulations, 2015.

During the Financial Year ended March 31^st, 2025, the Company has entered into contracts or
arrangements with Related Parties referred to in sub-Section (1) of Section 188 of the Companies
Act, 2013. The Company has adopted a Policy on Related Party transactions as approved by the
Board, which is uploaded on the Company''s website i.e. www.fraserindia.co.in.

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) and
applicable rules of the Companies Act, 2013 has been provided in Form AOC-2 as Annexure-I to this
Report.

Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter
group which hold(s) more than 10% shareholding in the Company as required under para A of
Schedule V of the Listing Regulations are provided as part of the financial statements.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

During the year under review, there are no Significant and Material orders passed by the regulators
or Courts that would impact the going concern status of the Company and its future operations.

27. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment
Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for
prevention, prohibition and redressal of sexual harassment at workplace and an Internal
Complaints Committees has also been set up to redress any such complaints received. The
Company is committed to providing a safe and conducive work environment to all of its employees
and associates. No complaints of sexual harassment were received during the Financial Year 2024¬
25 by the Company.

28. STATUTORY AUDITOR AND AUDIT REPORT:

The Resolution Passed in the Board Meeting to Appoint M/s. AMS & CO., Chartered Accountants
(Firm Reg. No.: 130878W), as a Statutory Auditors of the company hold office from the conclusion
of that Annual General meeting for a term of consecutive five years (i.e.) till conclusion of Annual
General Meeting of the Financial Year 2027-2028.

The Independent Auditors'' Report of M/s. AMS & Co., on the Financial Statements of the Company
for the Financial Year 2024-25 is a part of the Annual Report. There are such qualifications,
reservations or adverse remarks or disclaimers made by M/s. AMS & Co., in their Report dated May
30^th, 2024.

29. INTERNAL CONTROL SYSTEM

The Company has an internal control system that is adequate and commensurate with the size,
scale and complexity of its operations. The internal control systems (including Internal Financial
Controls over Financial Reporting) are reviewed on an ongoing basis and necessary changes are
carried out to align with the changing business / statutory requirements.

Internal audit is carried out by an independent firm on concurrent basis. The Internal Audit
examine, evaluate and report on the adequacy and effectiveness of the internal control systems in
the company, its compliance with the laid down policies and procedures and ensure compliance
with applicable laws and regulations. Based on the report of internal auditfunction, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are reviewed, deliberated and
presented to the Audit Committee of the Board.

30. SECRETARIAL AUDITOR AND AUDIT REPORT:

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the
Company has appointed M/s. AAS & Associates, Practicing Company Secretaries as Secretarial
Auditor of the Company to conduct Secretarial audit for the financial year ended on March 31^st,
2025.

The Secretarial Audit Report issued by M/s. AAS & Associates, Practicing Company Secretaries in
Form MR-3 is enclosed as Annexure - II to this Report.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company is in compliance with Secretarial Standards applicable to the Company.

32. TAX PROVISIONS:

The Company has made adequate provisions as required under the provisions of Income Tax Act,
1961 as well as other relevant laws governing taxation on the company.

33. ANNUAL RETURN:

A copy of the Annual Return shall be placed on the website of the company along with MGT-9 at
www.fraserindia.co.in

34. CORPORATE GOVERNANCE REPORT:

During the year under review, the Paid-Up Capital and Net Worth of the Company were less than

Rs. 10,00,00,000/- (Rupees Ten Crores Only) and Rs. 25,00,00,000 (Rupees Twenty-Five Crores
Only) respectively as on March 31^st, 2024, therefore Corporate Governance provisions as specified
in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26 27, and clause (b) to (i) of sub
regulation (2) of regulation 46 and para C, D and E of the Schedule V of SEBI (Listing Obligations
and Disclosure Requirement), Regulation 2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with
requirements those regulations within six months from the date on which the provisions became
applicable to our Company.

35. PREVENTION OF INSIDER TRADING:

Your Company has adopted the:

a) Code of conduct for prohibition of insider trading the web link to which is
http://www.fraserindia.co.in/policies.php.

b) Code of practices and procedures for fair disclosure of unpublished price sensitive information.

c) Policies and procedures for inquiry in case of leak of or suspected leak of unpublished price
sensitive information for regulating the dissemination of Unpublished Price Sensitive
Information and trading in securities by Insiders.

36. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters
as there is no transaction on these items during the year under review:

a) The requirement to disclose the details of difference between amount of the valuation done
at the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.

b) No fraud has been reported by the Auditors to the Audit Committee or the Board.

37. ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere appreciation for the assistance and co-operation
received from Bankers, Government Departments and other Business Associates for their
continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the
Company. The Directors also acknowledge the hard work and persuasive efforts put in by the
employees of the Company in carrying forward Company''s vision and mission.

For and on behalf of the Board of Directors of
FRASER AND COMPANY LIMITED
(CIN: L51100MH1917PLC272418)

Sd/-

OMKAR RAJKUMAR SHIVHARE
MANAGING DIRECTOR
DIN:08374673

---

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2015.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2015 is as summarized below:-

(In Lacs)

Particulars 2014-15 2013-14

Gross Turnover & Other Income 17.68 38.55

Profit before Interest, Depreciation & Taxation (78.22) 28.60

Less – Interest 0.00 0.00

Profit / (Loss) before Depreciation & Taxation (78.22) 28.60

Less – Depreciation 0.03 0.04

Profit / (Loss) before tax (78.19) 28.56

Less– Provision for Taxation (Incl. Deferred Tax) 0.00 0.00

Net Profit / (Loss) for the year (78.19) 28.56

Add/ (less) – Balance brought forward from previous Year (258.99) (288.48)

Balance Carried to Balance Sheet (337.18) (258.99)

2. Performance Review:-

For the year 2014-15, the Turnover of the Company decreased and stood at Rs. 17.68 Lakhs and Loss for the year at Rs. (78.19) Lakhs.

3. Dividend:-

Your Directors do not recommend any dividend for the year under review.

4. Reserve:-

Due to operational loss, the Company has not transferred any amount to reserve during the year under review.

5. Directors:-

Mr. Naitik Prakash Modi (DIN- 01993179) Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Vanita M Parmar (DIN- 05345249) was appointed as an Additional Director of the Company with effect from 20th April, 2015 and would hold Office up to the date of ensuing Annual General Meeting.

Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointment and qualification of Director) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Ms. Vanita M Parmar existing Director as Non – Executive, Independent Director for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notices from Members proposing her candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Director confirming that she meets the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

Mr. Bimal Kumar Mahanseria has tendered resignation w.e.f 1st October, 2014. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by him.

6. Listing of Equity Shares of the Company:-

Your Directors are pleased to inform you that Equity Shares of the Company had listed on the Bombay Stock Exchange Limited (BSE) on March 27, 2015 under Scrip Code 539032. Now the equity shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) and The Bombay Stock Exchange Limited (BSE).

7. Share Capital:-

The paid up Equity Share Capital as at March 31, 2015 stood at Rs 5,72,03,000. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

8. Directors' Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2015 and of the Profit / loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) 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.

f) 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.

9. Auditors:-

M/s. Amit M Shah, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. Auditors' Report:-

The Notes on Financial statement referred to in the Auditors report are self – explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

11. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & COP.No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2015.Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report. There are no qualifications in Secretarial Audit Report.

12. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

13. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report. as Annexure III.

15. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report.

as Annexure IV.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

17. Particulars of Employees:-

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2015, eight Board Meetings were held. The dates on which the Board meetings were held are May 5, 2014, May 30, 2014, August 14, 2014, September 17, 2014, October 1, 2014, November 14, 2014, January 12, 2015 and February 16, 2015.

19. Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

20. Particulars of Loan, Guarantees And Investments By Company:-

During the financial year ended March 31, 2015, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

21. Related Party Transactions:-

During the financial year ended March 31, 2015, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013.

Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

22. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

23. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

24. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Mr. Ashok Patel and Mr. Hemal Arunbhai Mehta. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

25. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance's with management's authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

26. Risk Management Policy:-

The Company understands controlling risk through a formal programme is necessary for the well-being of the Company. To this end, the Board has formed an Enterprises Risk Management Committee to identify the risks impacting the business and formulate strategies/ policies aimed at risk mitigation as part of risk management. Further, a core Committee comprising senior management, has also been formed to identify and assess key risks and formulate strategies for mitigation of risks identified in consultation with process owners.

During the year, the Board of Directors, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

27. Corporate Social Responsibility (CSR):-

During the financial year ended March 31, 2015, no Contribution towards the Corporate Social Responsibility under Section 135 of the Companies Act, 2013 was made by the Company.

28. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are – Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

29. Formal Annual Evaluation:-

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting, undertook the evaluation of its own performance, its Committees and all the individual Directors. The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

30. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors,

For Fraser And Company Limited



Sd/-

Ashok C Patel

DIN- 06659772

Chairman

Kolkata, 29th May, 2015

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Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2014.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below:-

(In Lacs)

Particulars 2013-14 2012-13

Gross Turnover & Other Income 38.55 55.33

Profit before Interest, Depreciation & Taxation 28.60 1.51

Less - Interest 0.00 0.00

Profit / (Loss) before Depreciation & Taxation 28.60 1.51

Less - Depreciation 0.04 0.05

Profit / (Loss) before tax 28.56 1.46

Less- Provision for Taxation (Incl. Deferred Tax) 0.00 0.00

Net Profit / (Loss) for the year 28.56 1.46

Add/ (less) - Balance brought forward from previous (288.48) (289.94) Year

Balance Carried to Balance Sheet (258.99) (288.48)

2. Performance Review:-

For the year 2013-14, the Turnover of the Company decreased and stood at Rs. 38.55 Lakhs and Profit for the year increased and stood at Rs. 28.56 Lakhs, which is mainly due to lower and control on major expenses.

3. Dividend:

Your Directors do not recommend any dividend for the year under review.

4. Directors:-

Mr. Bimal Kumar Mahansaria (DIN- 00955014) Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 260 of the erstwhile Companies Act, 1956, Mr. Naitik P Modi (DIN- 01993179) & Mr. Ashok C Patel (DIN- 06659772) were appointed as an Additional Directors of the Company with effect from 23rd October, 2013 and would hold Office up to the date of ensuing Annual General Meeting.

The Board of Directors of the Company has appointed pursuant to the provisions of Section 260 of the erstwhile Companies Act, 1956, Mr. Hemal Arunbhai Mehta (DIN: 06424481), Mr. Dhanraj D Vithalani (DIN: 06652609) and Mr. Suketu K Bhuta (DIN: 06652618) as an Additional Directors (Independent Directors) of the Company with effect from 1st March, 2014.

In terms of the provisions of Section 260 of the erstwhile Companies Act, 1956 Mr. Hemal Arunbhai Mehta, Mr. Dhanraj D Vithalani and Mr. Suketu K Bhuta would hold office up to the date of this Annual General Meeting.

Pursuant to Sections 149,150 & 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Hemal Arunbhai Mehta, Mr. Dhanraj D Vithalani and Mr. Suketu K Bhuta, existing Directors as Non - Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.

The Board is of the view that Mr. Ashok C Patel has vast experience and knowledge and his appointment as the Whole- time Director on terms & conditions as mentioned above including remuneration, will be in the interest of the Company. So the Nomination & Remuneration Committee & Board of Director at meetings held on 30th May, 2014 have approved the appointment of Mr. Ashok C Patel subject to approval of shareholders at ensuing Annual General Meeting for a tenure of two (2) years with effect from 1st June, 2014 on terms and conditions as stated in the explanatory statement annexed to Notice of the Annual General Meeting.

The Company has received requisite notice from Members proposing their candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the Clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

Mr. Ashok Loyalka and Mr. Balaji G Bhattiprolu have tendered their resignation w.e.f 1st November, 2013. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by them.

5. Share Capitali-

The Company has increased its Authorised Share Capital from Rs. 1.00 Crores to Rs. 6.00 Crores on 31st January, 2014.

During the year under review, your Company issued 47,84,000 Equity Shares of Rs. 10/- each, by way of preferential allotment on 26th February, 2014. Presently the subscribed, issued and paid up Equity Share capital of the Company is Rs. 5,72,03,000/- divided into 57,20,300 Equity Shares of Rs. 10/- each.

6. Directors' Responsibility Statementi-

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the Best of their knowledge and belief, confirm that: -

a) In the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2014 and of the Profit / loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

7. Auditorsi-

M/s. J Mandal & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM. M/s. J.Mandal & Co, Chartered Accountants is not willing to appoint as Statutory Auditors of the Company.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit M Shah, Chartered Accountants as statutory auditors of the Company from 30th September, 2014 to till the conclusion of next Annual General Meeting.

The Company has received a Certificate from them that their appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their appointment is recommended by the board.

8. Auditors' Reporti-

The notes on accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956. The Auditors' Report on the Consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

9. Tax Provisionsi-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

10. Fixed Deposits:-

During the year ended on 31st March 2014, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report. as Annexure I.

12. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report. as Annexure II.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

14. Particulars of Employees:-

There are no employees covered under Section 217(2A).

15. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Fraser And Company Limited

Ashok C Patel DIN-06659772 Chairman

Kolkata, 30th May, 2014

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Mar 31, 2013

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results: Rs.

Profit / (Loss) for the year 145887

Balance b/f from previous year ( 28994316 )

Balance carried to Balance Sheet ( 28848429 )

Directors:

Shri A. Loyalka retires by rotation and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit/ loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished. ''

Compliance Certificate:

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2013 is attached herewith. Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. The Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place Kolkata-700 001 , Dated: 30th August, 2013 Directors

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Mar 31, 2012

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

Financial Results; Rs.

Profit/(Loss) for the year ( 5579673)

Balance b/ffrom previous year (23414643)

Balance carried to Balance Sheet (2S9943161

Directors:

Shri Balaji G. Bhattiprolu retires by rotation and being eligible offers himself for re-appointment

Directors Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates feat are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the proCt/loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annua] Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Compliance Certificate:

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2012 is attached herewith.

Auditors'' Report:

The relevant notes on accounts, which form part of foe accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. ''Hie Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place , BK. MAHANS ARIA. Kolkata-700 001 A. LOYALKA Dated: 30th August, 2012 Directors

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Mar 31, 2011

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results: Rs.

Profit / (Loss) for the year (5110010)

Balance b/f from previous year (18304633)

Balance carried to Balance Sheet (23414643

Directors:

Shri B.K. Mahansaria retires by rotation and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit/loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Compliance Certificate :

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2011 is attached herewith. Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. The Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place Kolkata - 700 001

Dated: 30th August, 2011 Director