Directors Report of Kusam Electrical Industries Ltd.

Mar 31, 2024

Your Directors are pleased to present the Fourty One Annual Report and the Audited Accounts of the
Company for the year ended 31^s'' March, 2024.

1. Financial Results

The Company''s financial performance for the year ended March 31. 2024 is summarized below:

Particulars	2023-2024 (In ? ‘000)	2022-2023 (In ? ‘(MM))
Gross Income	71.796.62	69.277.31
Profit Before Interest and Depreciation	2584.79	5231.67
Less: Interest	76.19	158.45
Less: Provision for Depreciation	981.19	996.91
Profit Before Exceptional & Extraordinary items & Tax	1527.41	4076.31
Less: Exceptional Items	-	-
Less: Extraordinary items	-	-
Profit Before Tax	1527.41	4076.31
Less: Provision for Tax	700.00	(559.93)
Less: Deferred Tax	(39.43)	535.49
Net Profit After Tax	866.84	4.100.76
Earnings Per Share- Diluted	3.61	17.06

2. Review of Operations

The Income from operations and other income during the year was at ? 7.17,96,617 as against
? 6.92,77,310 in the previous year. The Net Profit (before exceptional and extra ordinary items and tax)
was ? 15.27.411 as against ? 40.76,314 in the previous year. The Company''s Net Profit after tax is of
^ 8,66.840 against ? 41,00,760 after tax in the Previous year.

3. Change in the Nature of Buisness

During the year under re-view, there were no change in the Nature of business.

4. Outlook

The Management of the Company is focusing on procuring bulk orders at competitive rates. The
initative taken by the company has started showing good results. The Company is confident of
improved performance during the current year.

5. Dividend

With a view to conserve funds for the operations of the Company, your Directors have not
recommended any Dividend on the Equity Shares for the Financial Year under review.

6. Transfer To Reserves

There has been no transfer to reserv es in the current Financial Year under review.

7. Share Capital

The Authorised Equity Share Capital of the Company as on March 31. 2024 is ? 25,00,000 (Rupees
Twenty five lacs) having 2.50.000 Equity'' Shares of? 10/- each . The Paid-up Equity'' Shares Capital of
the Company as on March 31. 2024 is ? 24.00.000 (Rupees Twenty four lacs) hav ing 2.40.000 Equity
shares of ? 10/- each.

8. Public Deposits

During the year under review, the Company has not accepted or renewed any deposits falling within the
purv iew of prov isions of Section 73 of the Companies Act. 2013 read with The Companies (Acceptance
of Deposits) Rules. 2014. Hence, the requirements for furnishing of details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

9. Directors and Kcv Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act. 2013 and Articles of
Association of the Company, Shri. Jhanwarlal Bhanwarlal Sipani (Din: 01261901), Director of the
Company, retires by rotation at the ensuing Annual General Meetisng and being eligible has offered
himself for re-appointment.

The Independent Directors of the Company are highly competent with relevant experience and
expertise. They contribute in various ways in the growth and development of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company
during Financial Year 2023-24. None of the Directors or Key Managerial Personnel (KMP) of the
Company are related inter-se.

The information as required to be disclosed under Regulation 36 of SEBI LODR Regulations. 2015 in
case of reappointment is forming part of Notice.

As per the information available with the Company, none of the Directors of the Company are
disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act.
2013.

The Key managerial personnel in the company as per Section 2(51) and 203 of the Companies Act,
2013 arc as follows:

Mr. Chandmal Goliya: Whole Time Director
Mr. Navin Goliya: Whole Time Director
Mr. Naval Jha: Chief Financial Officer
Ms. Arnruta Lokhande: Company Secretary

*Shrce. Sushilkumar Bhooramal Jhunjhunuwala (Din 08351009)

(Re-appointment as an Independent Director of the company vv.e.f 11^th February, 2024 for a second
term of 5 (five) consecutive years subject to members approval.

10. Disclosures Under Section 197(12) Of The Companies Act. 2013

The Company has 9 employees on its pay roll, hence the requirements as specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are applicable to
the Company. Disclosures pertaining to Remuneration and other details as required under Section
197(12) of the Companies Act. 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014 arc kept at the Registered Office for inspection
21 days before the date of Annual General Meeting of the Company. Pursuant to Section 136 of the
Companies Act, 2013 and members, if any interested in obtaining the details thereof shall make
specific request to the Compliance Officer of the Company in this regard.- Annexure-1

11. Names Of Companies Which Have Become Or Ceased To Be Its Subsidiaries, Joint Ventures Or
Associate Companies During The Year - Nil

12. Board & Committee Meetings
a) Board Meeting:

During the financial year 2023-24. total Four (4) Board Meetings were held on 26^th May. 2023. 11^U|
August. 2023. 03^rd November. 2023. and 02^lld February. 2024. The intervening gap between the
Meetings was within the period prescribed under the Companies Act. 2013.

Attendance:

Name of the Director	Category	Number of Board Meetings attended	Attended last AGM
Mr. Chandmal Parasmal Goliya	Whole time Director	3	Yes
Mr. Jhanwarlal Bhanwarlal Sipani	Non- Executive Director	4	Yes
Mrs. Sushma Ranka	Non- Executive Independent Director	4	Yes
Mr.Sushilkumar Jhunjhunuwala	Non- Executive Independent Director	4	Yes
Mr. Navin Chandmal Goliya	Whole time Director	4	Yes

h) Audit Committee Meeting:

During the financial year 2023-24. total four (4) Audit Committee Meetings were held on 26^th May.
2023. 11"'' August. 2023. 03^rd November, 2023, and 02^nd February. 2024.

The Board has well-qualified Audit Committee with majority of Independent Directors including
Chairman. They possess sound knowledge on Accounts. Audit. Finance. Taxation, Internal

Controls etc. The details of the Composition of the Audit Committee during the financial year
2023-2024 arc as follows:

Chairman: Mr. Sushilkumar Jhunjhunuwala

Members: Mr. J B. Sipani

Ms. Sushma Ranka

Attendance:

Name of the Director	Category	Number of Committee Meetings attended	Attended last AGM
Mr. Sushilkumar Jhunjhunuwala	Non - Executive Independent Director(Chairman)	4	Yes
Mr. J B. Sipani	Non - Executive Director	4	Yes
Mrs. Sushma Ranka	Non - Executive Independent Director	4	Yes

(a) TERMS OF REFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

i. The recommendation for appointment, remuneration and terms of appointment of Auditors
of the Company.

ii. Review and monitor the Auditors Independence and performance, and effectiveness of
Audit process.

iii. Examination of the financial statement and Auditors Report thereon.

iv. Approval or any subsequent modification of transaction of the Company with related
parties.

Provided that the Audit Committee may make Omnibus Approval for related party
transactions proposed to be entered into by the Company subject to such consultations as
may be prescribed.

v. Scrutiny of Corporate Loans and Investments.

vi. Valuation of undertakings or assets of the Company wherever it is necessary.

vii. Evaluation of internal financial controls and risk management system.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Calling for the Comments of the Auditors about internal control system, the scope of Audit,
including the observations of the Auditors and review of Financial Statements before their
submission to the Board and may also discuss any related issues with the Internal and
Statutory Auditors and Management of the Company .

Authority to investigate into any matter in relation to the item specified from (i) to (ix) above or
referred to it by the Board

(b) FUNCTION:

The Audit Committee, while reviewing the Annual Financial Statement also review the
applicability of various Accounting Standards (AS) referred to in Section 133 of die Companies
Act. 2013. Compliance of the Accounting Standard as applicable to die Company has been
ensured in the preparation of the Financial Statement for the year ended 31^s'' March. 2024.

Besides the above Chairman and Managing Director. Whole-Time Director, Chief Financial
Officer. Business heads of the Company divisions and the representatives of the Statutory Auditors
are permanent invitees of the Audit Committee Meetings.

The Audit Commidee also oversees and reviews the functioning of Vigil Mechanism
(implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and
review the finding of investigation in the cases of material nature and the action taken in respect
thereof.

c) Nomination & Remuneration & Compensation Committee Meeting:

During die Financial Year 2023-24, total two (2) Nomination & Remuneration Committee Meeting
was held on 11^th August 2023 & 02^lh February 2024.

The Company has constituted Nomination & Remuneration Committee. The details of the
Composition of the Nomination & Remuneration Committee arc as follows:

Chairman: Mr. Sushilkumar Jhunjhunuwala

Members: Mr. J B. Sipani

Mrs. Sushma Ranka

Attendance:

Name of the Director	Category	Number of Committee Meetings attended	Attended last AGM
Mr.Sushilkumar Jhunjhunuwala	Non- Executive Independent Director(Chainnan)	2	Yes
Mr. J B. Sipani	Non- Executive Director (Member)	2	Yes
Mrs. Sushma Ranka	Non-Executive Independent Director (Member)	2	Yes

(a) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act. 2013.

The terms of reference of the Committee inter alia, includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in Senior

Management in accordance with the criteria let down and to recommend to the Board their

appointment and removal and shall carry out evaluation of every Directors performance.

2. To fonnulate the criteria for determining qualifications, positive attributes and independence of a

Directors and recommend to the Board a Policy relating to the remuneration for the Directors, Key

Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully.

4. To ensure that relationship of remuneration to performance is clear and meets appropriate performance
benchmark.

5. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves
balance between fixed and incentive pay reflecting short term and long term performance objectives
appropriate to the working of the Company and its goals.

d) Stakeholders Relationship Committee Meeting;

During the financial year 2023-24. total four (4) Stakeholders Relationship Committee Meetings

were held on 26''¹'' May. 2023, 11^th August, 2023. 03^rdNovember, 2023. and 02"^d February. 2024.

The Company has constituted Stakeholders Relationship Committee. The details of the

Composition of the Stakeholders Relationship Committee are as follows:

Chairman: Mr. Mr. J B. Sipani

Members: Mr. Navin Goliya

Mrs. Sushma Ranka

Attendance:

Name of the Director	Category	Number of Committee Meetings attended	Attended last AGM
Mr. J B. Sipani	Non- Executive Director	4	Yes
	(Chairman)
Mr. Navin Goliya	Whole time Director	4	Yes
Mrs. Sushma Ranka	Non-Executive Independent Director	4	Yes

(a) TERMS OF REFERENCE:

The Company with the assistance of the Registrar and Share Transfer Agent M/s. Satellite Corporate
Services Private Limited attend to all grievances of the Shareholders received directly through SEBI, Stock
Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders
Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the
Board Meeting.

Continuous efforts arc made to ensure that grievances are more expeditiously redressed to the complete
satisfaction of the Investors. Shareholders are requested to furnish their Telephone Numbers and e-mail
address to facilitate prompt action.

(h) DETAILS OF SHAREHOLDERS COMPLAINTS RECEIVED, SOLVED AND PENDING
SHARE TRANSFERS COMPLAINTS:

Sr. No.	Nature of the complaint	Received	Replied	Pending
1	Non-receipt of shares certificates lodged for transfer	0	0	0
2	Non-receipt of dividend warrants	0	0	0
3	Non-receipt of dividend warrants after revalidation	0	0	0
4	Non-receipt of share certificates lodged for split/ Bonus shares	0	0	0
5	Non Receipt of duplicate shares certificates	0	0	0
6	Letters from SEBI / stock Exchange	0	0	0
7	Letters from Department of Company Affairs / Other Statutory Bodies	0	0	0
	Total	0	0	0

During the year, nil complaints regarding non-receipt of shares sent for transfer. Demat queries
were received from the shareholders, all of which have been resolved. The company had no
transfers pending at the close of 31.03.2024.

REQUESTS:

Sr. No.	Nature of the Requests	Received	Replied	Pending
1	Receipt of dividend warrants for rcvalidation	0	0	0
2	Request for mandate correction on Dividend warrants	0	0	0
3	Request for duplicate Dividend warrant	0	0	0
4	Request for copy of Annual Report	0	0	0
5	Request for TDS Certificate	0	0	0
6	Request for exchange of split Share certificate	0	0	0
	Total	0	0	0

13. Board Evaluation

Pursuant to the provisions of the Companies Act. 2013 and Listing Regulations the Board has carried
out an Annual Performance Evaluation of its own performance, the Directors indiv idually as well as the
Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the company. The performance
ev aluation of the Independent Directors was carried out by the entire Board excluding the directors
being evaluated. The Perfonnance Evaluation of the Chairman and Non Independent Directors was
carried out by the Independent Directors at them separate meeting.

14. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

15. Declaration In an Independent Director(s) & ie ai)i)ointmerit it am .

All Independent Directors hav e giv en declarations affirming that they meet the criteria of independence
as provided under Section 149 (6) of the Companies Act. 2013. and Regulation 16(l)(b) of SEBI
(LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their
status as Independent Directors during the year.

Shri. Jhanwarlal Bhanwarlal Sipani (Din: 01261901). director retires by rotation and being eligible and
not being disqualified under section 164 of the Companies Act. 2013. offer himself for re-appointment.

16. Internal Financial Controls

The Board has laid down Internal Financial Control Policy to be followed by the Company and the
policy is available on Company''s website at the link www.kusamelectrical.com The Company has in
place adequate internal financial controls with reference to financial statements. During the year such
controls were rev iewed and no reportable material weakness in the operation was observed.

17. Policy on Directors Appointment & Remuneration

Details of Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, can
be accessed by clicking on the web link:

Details of Familiarisation Programme for Independent Directors and criteria for making payment to
Non- Executive Directors can be accessed by clicking on the web link:
http: vrvrvr. kusamelectrical. com Directors-Familiarisation-Proeramme. pdf

18. Management Discussion and Analysis Report

Management Discussion and analysis Report for the year under review, as stipulated under Regulation
34(2)(e) of the SEBI (LODR) Regulation, 2015 is presented in the separate Section forming part of
Annual Report. (Annexure 111)

19. Auditors:

(i) Statutory Auditor

The Statutory Auditor of your Company namely, M/s. R A N K & Co, Chartered Accountants (Firm
Registration Number: 101794W) were appointed as the Statutory Auditors of the Company for first
time at 37^th Annual General Meeting held in 2020 for a term of five years and hold office upto the
conclusion of the Annual General Meeting to be held in the Financial Year ended March 31, 2025

The Report given by the Statutory Auditor for the Financial Statements for the year ended 31st
March. 2024 read with Explanatory Notes thereon do not call for any explanation or comments
from the Board under Section 134 of the Companies Act, 2013.

No qualifications or adverse remark has been received during the period under review.

(ii) Secretarial Auditor

As per Section 204 of the Companies Act, 2013. and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014. the Company is required to appoint a
Secretarial Auditor for auditing secretarial and related records of the Company.

CS Nishi Jain. Practicing Company Secretary , was appointed as Secretarial Auditors for carrying
out the Secretarial audit for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year ended 31^st March. 2024 is annexed herewith
marked as "Annexure A" to this Report. The observations made by the Secretarial Auditor in her
report are self -explanatory.

As required by Section 204 of the Act. 2013. the Secretarial Audit Report for the year 2023-24
given by Nishi Jain. Practicing Company Secretary for auditing the Secretarial and related records
is attached herewith as "Annexure II".

No qualifications or adverse remark has been received during the period under review

iii) Internal Auditor

The Company has adequate system of Internal check and control and the function of the Internal
Auditor is being looked after by M/s HRJ & Associates, Chartered Accountants as an Internal
Auditor of the company

iv) Cost Auditor

The Company is not required to maintain Cost Audit Records as its turnover is less than ? 35 Crore,
Company not engaged in production of goods or providing services in respect of which any order
has been passed by the Central Government under Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules. 2014.

20. Internal Controls

Your Company has in place adequate Internal Control Systems commensurate with the size of its
operations. Internal control systems comprising of policies and procedures are designed to ensure sound
management procedures are designed to ensure sound management of your Company''s operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial information and
compliance. Clearly defined roles and responsibilities have been institutionalized. Systems and
procedures are periodically reviewed to keep pace with the growing size and complexity of your
company’s operations.

21. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act. 2013. the Company have
a Vigil Mechanism Policy for directors and employees to deal with an instance of fraud or
mismanagement, if any. The Vigil Mechanism Policy has been uploaded on the website of the
Company at http: www.kusamelectrical.com pclfWhistle-Blower-policv.pdf

22. Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the company, which includes
business risks, markets risks, event risks and IT / Financial/ Interest rate/ liquidity, risks and the
structure , infrastructure, processes, awareness and risk assessment / minimization procedures. The
elements of the risk, which in severe form can threaten Company ''s existence, have been identified by
the Board of Directors. Details of the Risk management Policy have been uploaded on the website of
the Company at http: hw. kusamelectrical. com Risk-Manasement-Policy. pdf

23. Extract of Annual Return:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act. 2013. Extract of the Annual
Return for the financial year ended 31st March. 2023 made under the provisions of Section 92 (3) of the
Companies Act, 2013 in Form MGT - 9 is available on the website of the Company
www.kusamelectrical.com.

24. Material changes ami commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the Conipanx to which the financial
statements relate and the date of the Report

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

25. Particulars of loans, guarantees or investments

The details of Loan. Guarantees and Investments are given under the provisions of Section 186 of the
Companies Act. 2013 are given in the Notes to Financial Statements.

26. Related Parties Transactions:

During the financial year 2023-24. the Company had not entered into any material transactions with any
of its related parties. The related party transactions entered into with the related parties as defined under
Companies Act. 2013 during the financial year 2023-2024 were in the ordinary course of business and
at arm’s length and the same has been approved by the Audit Committee. The disclosure of Related

Party Transactions under Accounting Standard-18 with related party are disclosed in the notes to
Accounts of the Standalone Financial Statements.

Details of policy for dealing with related party transactions can be accessed by clicking on the web link:
http: ''www.kiisamelectrical. com Related-parh’-transaction-policv. pdf

27. Corporate Governance

In terms of Regulation 15(2)(a) of SEBl(LODR). Regulations 2015. the compliance with the Corporate
Governance provisions as specified in Regulations 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27 and
Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and paras C. D and E of Schedule V are not
applicable to the Company as die paid up share capital of die Company is less than 10 crores and its
Net Worth does not exceed 25 crores as on 31st March. 2024.

28. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013
the Company is not required to adopt a CSR Policy outlining various CSR activities to be undertaken
by the Company.

29. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the fodowing items as diere
were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of die Companies (Share Capital and
Debenture) Rules. 2014 is furnished.

2. The Company has not issued any sweat equity'' shares during the year under review and hence no
information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules. 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no informarion as per provisions of Section 62(1 )(b) of the Act read
with Rule 12(9) of the Companies (Share Capital and Debenture) Rules. 2014 is furnished.

4. During the year under review, diere were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules. 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the
going concern status and the Company''s operations in future.

30. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention.
Prohibition and Redressal) Act, 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal
mechanism pertaining to Sexual harassment of women employees at workplace. There was no
complaint received during the year under review.

31. (a) Conservation of energy, technology absorption

Your Company has no activities relating to conservation of energy and absorption of Technology .

(b) Foreign exchange earnings and Outgo

During the year, under review the Company has earned foreign exchange of ? 3.28.537/- on account
of export sale and outgo of foreign exchange during the year was ? 3.18.66.665/- for imports.

32. Directors’ Responsibility Statements

Pursuant to the requirement of Section 134(5) of the Companies Act. 2013 with respect to Directors’

Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024. the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

(b) The Directors has selected such accounting policies as mentioned in Note 2 of the Annual accounts
have been applied 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 ended 31^st March 2024 and of the profit and loss of the company for that period.

(c) The Directors had taken proper and sufficient care has been taken 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 had prepared the amiual accounts for the year ended 31^st March 2024 have been
prepared on a going concern basis.

(e) The Directors had laid down Internal Financial Control to be followed by the Company and that
such internal financial control are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws are devised and are adequate and operating effectively.

33. Significant And Material Orders Passed Bv Thy Regulators Or Courts

During the year under review, no significant and material orders were passed by the Regulators,

Securities Exchange Board of India. Stock Exchanges. Tribunal or Courts.

34. Pending Proceeding Under The Insolvency and Bankruptcy code. 2016

During the year under review, no pending proceeding under the Insolvency and Bankruptcy Code. 2016

35. One time Settlement with Bank or Financial Institutions

During the year under review, no instance of onetime settlement with any Bank or Fiannacial

Institutions.

36. Affirmation On Compliance Of Secretarial Standards

The company hereby affirms that during the year under review company has complied with all the

applicable secretarial standards (including any modifications or amendments thereto) issued by the

Institute of Company Secretaries of India

37. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made
thereunder.

38. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE where
the Company''s Shares are listed.

39. State of Affaris

The Company is engaged in the business of one segment i.e. Trading in Electronic & Electrical
Instruments". Accessories etc..

40. Details of anv Application made or pending under IBC

There was no any Application made or pending under IBC during the year.

41. Acknow ledgements

Your Directors wish to thank Bankers. Government Authorities and various stakeholders, such as.
shareholders, customers and suppliers, among others for their support and valuable guidance to the
Company. Your Directors also wish to place on record their appreciation for the committed services of
all the Employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Navin Chandmal Goliya
Whole time Director

Place: Mumbai
Date: 13-08-2024

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure to present their Thirty First Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March. 2014

FINANCIAL RESULTS:

The Financial highlights are summarized below:

(Rs.)

PARTICULARS 2013-2014 2012-2013

Gross Income 37,198,473 39,160,693

Profit before Depreciation & Tax(PBDT) 615,729 1,922,291

Less: Depreciation 974,586 790,042

Profit/Loss before Taxation (358,857) 1,132,249

Less: Provision for Tax 110,000 410,000

Add/Less: Deferred Tax 69,171 21,363

Add: Earlier years adjustments Nil Nil

Net Profit/ Loss (399,685) 743,612

DIVIDEND

Your Directors do not recommend any dividend for this year in view of the loss incurred during the year.

OUTLOOK

The company is taking all efforts to get more orders at competitive rates. Due to bulk orders and bargain power Company is able to quote better rates and maintain high quality of the products traded. Barring unforeseen circumstances the company is confident of achieving better results in the current year.

DIRECTORS

Shri Jhanwarlal Bhanwarlal Sipani, (DIN: 1261901) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Vijaymal Lodha resigned as a director of the Company w.e.f. 1st April 2013. The Board of Directors placed on record the valuable services rendered by him during his tenure.

Shri Dinesh Chandra Mohanlal Babel (DIN: 3042254) was appointed as an Independent Director, whose period of determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 are being appointed as independent

Director for a term of five consecutive years, A Notice has been received in writing from a Member proposing his appointment as the Director.

Shri Amar Kalyanmal Bafna (DIN: 3594643) was appointed as an Independent Director (Designated as Additional Director) w.e.f 30th September 2013 in the Annual General Meeting held on 30th September 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from a Member proposing his appointment as the Director.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors 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 state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information they 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; and

iv) That the directors have prepared the Annual Accounts for the financial Year ending 31st March, 2014 on a going concern basis.

AUDITORS:

The Statutory Auditors of the Company, M/s/. Chhajed & Doshi , Chartered Accountants, Mumbai having Firm Registration Number 101794W shall hold office from the conclusion of this meeting, until the conclusion of the Thirty Fourth Annual General Meeting of the Company (i.e. for a term of three years) at a remuneration to be decided by the Board of Directors in consultation with M/s. Chhajed & Doshi. The specific notes forming part of accounts referred to in the Auditors Report are self explanatory and give complete information.

AUDITORS'' REPORT:

There is no adverse observations made by the Auditors in Report for the year ended 31st March,2014

CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Whole time Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review has been taken as report.

CORPORATE GOVERNANCE

The Corporate Governance guidelines not applicable to Company for year ended 31st March, 2014. The Board as initiated the procedure for the Corporate Governance for the year ending 2015 and thereafter.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees is covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore no details have been furnished as part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has no activities relating to conservation of energy and absorption of Technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Year under review the Company has earned foreign exchange of Rs. 287,193/- on account of export sale and outgo of foreign exchange during the year was Rs. 18,901,132/- for imports and Rs.638,298/- for Travelling.

ACKNOWLEDGMENT:

The relationship of the Company with the employees at all the levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for achieving the targets set for the future.

The Board acknowledges the support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

Place: Mumbai For and on behelf of tM Board Date : 12th August, 2014

Chandmal Goliya (DIN: 0167842) Wholetime Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting to you the 30th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

PERFORMANCE OF THE COMPANY

This year''s working shows an improvement in Sales as compared to previous year. The Global Competition in the Company Products affects the Profitability of the Company. The Global Economic Environment has affected the expansion plans in many sectors of the Indian Economy resulting in a tough year ahead for the company.

However continued efforts are being made to improve the sales by introducing new products in the same segment.

Year Ended Year Ended 31.3.2013 31.3.2012 FINANCIAL RESULTS Rs. Rs.

Profit/Loss before Tax 11,32,249 32,78,411 Less Provision for Taxation & FBT (4,10,000) (10,85,000)

Less : Deferred Tax Liability 21,363 60816

(Excess)/Short provision for Earlier years (26,766)

Add: Balance Brought forward from Previous Year 13,455,622 11,174,629

Balance Carried to next year 14,199,234 13,455,622

DIVIDEND

No Dividend has been recommended in order to augment the resources of the Company.

DIRECTORS

Shri. Navratanmal Goliya retire by rotation and being eligible offer themselves for re-appointment.

The observations made by the Auditors in their report are self-explanatory and needs no further clarifications.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956. your Directors state that :-

A) In the preparation of annual accounts under review the applicable accounting standards have been followed.

B) Appropriate accounting policies were selected and applied consistently and reasonable prudent judgments and estimates were so made as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit or loss of the Company.

C) Proper and sufficient care was 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 and detecting fraud and other irregularities.

D) The Annual Accounts are prepared on a going concern basis.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2002 the Company has obtained a certificate from a Secretary in the whole time practice, confirming that the Company has complied with all the provisions of the Companies Act, 1956.

OTHER STATUTORY INFORMATION

The Company has no activities relating to conservation of energy and absorption of Technology. There was Foreign Exchange earning on account of Export Sale of Rs 6,27,340/- ( Rs. 8,35,077) and the outgo during the year was Rs. 19,708,864 (Rs. 16,415,894/-) by way of imports and Rs.5,27,628/- (NIL) by way of Traveling .

(Figures indicated in the bracket are of previous year.)

EMPLOYEES

None of the employees is covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore no details have been furnished as part of this report.

LISTING

Your Company''s Shares are listed with The Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd. The Company is regular in paying the listing fees.

AUDITORS

M/s CHHAJED & DOSffl, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Place: Mumbai For CHHAJED & DOSHI.

CHARTERED ACCOUNTANTS

[FRN 101794W]

M.P. Chhajed

Partner

Date :31st May, 2013 (Membership No. 49357)

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Mar 31, 2010

The Directors have pleasure in presenting to you the 27th Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

PERFORMANCE OF THE COMPANY

This years working shows an improvement in Sales, including Exports, as compared to previous year. The Global Competition in the Company Products "affects the Profitability of the Company. The Global Economic Environment has affected the expansion plans in many sectors of the Indian Economy resulting in a tough year ahead for the company. However continued efforts are being made to improve the sales by introducing new products in the same segment.

Year Ended Year Ended 31.3.2010 31.3.2009

FINANCIAL RESULTS Rs. Rs.

Profit/Loss before Tax 23,60,889 21,69,688

Less Provision for Taxation & FBT (8,00,000) (8,70,000)

Add: Deferred Tax Asset 40,238 84,555

(Excess)/Short provision for Earlier years (4,626) 61,990

Add: Balance Brought forward from Previous Year 71,42,221 56,95,988 Balance Camed to next year 87,38,722 71,42,219

DIVIDEND

No Dividend has been recommended in order to augment the resources of the Company .

DIRECTORS

Shri. Navratanmal Goliya and Shri Vijaymal Lodha retire by rotation and being eligible offer themselves for re-appointment.

AUDITORS OBSERVATIONS

The observations made by the Auditors in their report are self-explanatory and needs no further clarifications.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956. your Directors state that :-

A) In the preparation of annual accounts under review the applicable accounting standards have been followed.

B) Appropriate accounting policies were selected and applied consistently and reasonable prudent judgments and estimates were so made as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit or loss of the Company.

C) Proper and sufficient care was 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 and detecting fraud and other irregularities.

D) The Annual Accounts are prepared on a going concern basis.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2002 the Company has obtained a certificate from a Secretary in the whole time practice, confirming that the Company has complied with all the provisions of the Companies Act, 1956.

OTHER STATUTORY INFORMATION

The Company has no activities relating to conservation of energy and absorption of Technology. There was Foreign Exchange earning on account of Export Sale of Rs 6, 98,673/- ( Rs. 2,94,040/-) and the outgo during the year was Rs. 1,03,24,487/- (Rs. 93,61,117/-) by way of imports and Rs.2,39,225/- (Rs.6,80,100/-) by way of Traveling .

(Figures indicated in the bracket are of previous year.)

EMPLOYEES

None of the employees is covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore no details have been furnished as part of this report.

LISTING

Your Companys Shares are listed with The Calcutta Stock Exchange Association Ltd. and Bombay Stock Exchange Ltd. The Company is regular in paying the listing fees.

AUDITORS

M/s SURENDRA KUMAR SURANA & CO, Chartered Accountants, Kolkata, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. M/s Chhajed & Doshi, Chartered Accountants, Mumbai the Auditors for Mumbai Office also retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

7, Sarat Bose Road CHANDMAL GOLIYA Whole tirke Director

4th Floor, Flat 4B V.M. LODHA Director

Kolkata-700 020 J L SIPANI Directors

Dated: the 31st day of August,2010