Directors Report of Veronica Production Ltd.

Mar 31, 2024

Your directors take pleasure in presenting the Annual Report on the business & operation of your
Company together with Financial Statement for the year ended 31^st March, 2024

FINANCIAL PERFORMANCE (Rs. In Lakhs)

PARTICULARS	Current Year 2023-24	Previous Year 2022-23
Gross Income	0.00	0.00
Less: Expenditure	12.13	459.88
Profit/(Loss) before Depreciation	0.78	(459.88)
Less: Depreciation	0.00	0.00
Net Profit /(Loss) before Tax and Exceptional Items	0.78	(459.88)
Exceptional Items	0.00	49.00
Net Profit /(Loss) before Tax and extra ordinary items	0.78	(508.48)
Less: Extra Ordinary Items	0.00	0.00
Net Profit (Loss) before Tax	0.78	(508.48)
Less: Provisions of Tax	0.00	0.00
Deferred Tax	0.00	0.00
Income Tax	0.20	0.00
Net Profit /(Loss) after tax	0.58	(508.48)
Other Comprehensive Income	0	0
Balance of Profit/(Loss)	0.58	(508.48)

OPERATIONS AND PERFORMANCE

During the year Company has Profit of Rs 0.58 Lakhs (Previous year Loss of Rs. 508.48 Lakhs)
DIVIDEND

With a view to conserve resource for the company’s business activities, loss and requirement of the
working capital, Director’s regret to recommend any dividend on Equity Shares for the year.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company has no changed its Nature of Business during the financial year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company
which have occurred after March 31, 2024 till date of this report.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company operates in single segment
PRESENTATION OF FINANCIAL STATEMENTS

The financial performance of the Company for the year 2023-24 is described in the Directors'' Report
under the head Financial Performance of the Company''

DEPOSIT

The Company has not accepted any deposits to which provisions of Section 73 and 76 of the
Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on
31^st March, 2024.

AUDITORS AND THEIR REPORTS:

A. STATUTORY AUDITOR:

M/s V S S B & Associates, Chartered Accountants have tendered their resignation as
Statutory Auditors w.e.f. 3^rd January, 2024 citing reasons that due to Due to pre-occupation of
work they are unable to continue. This has resulted into a casual vacancy in the office of
Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act,
2013. Casual vacancy caused by the resignation of auditor shall be approved by the
shareholders in General Meeting within three months from the date of recommendation of the
Board of Directors of the Company.

The Board of Directors of the Company recommended the appointment of M/s S K Bhavsar
& Co., Chartered Accountants (Firm Registration No. 0145880W) as the Statutory Auditors
of the Company to fill the casual vacancy caused by the resignation of M/s V S S B &
Associates Accordingly, shareholders’ approval by way of ordinary resolution is sought. M/s
S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W), have
conveyed their consent for being appointed as the Statutory Auditors of the Company along
with a confirmation that, their appointment, if made by the members, would be within the
limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided
under section 141 of the Companies Act, 2013

M/s S K Bhavsar & Co appointed as Statutory Auditor of the company to conduct the audit
for the period ended as on 31st March 2024, and was eligible to hold the office as Statutory
Auditor from the conclusion of the Extra-Ordinary General Meeting till the conclusion of
ensuing Annual General Meeting.

In this AGM, it is proposed to appoint M/s S K Bhavsar & Co from the conclusion of Annual
General Meeting for a period of five years (01-04-2024 to 31-03-2029).

SHARE CAPITAL

During the year under review, your Company has not issued any shares. Consequently, the
Authorized Share Capital of the Company is Rs. 75,00,00,000/- comprising of 7,50,00,000 equity
share of Rs.10/- each and the issued, subscribed and paid-up Share Capital of the Company is Rs.
71,28,78,930/- comprising of 7,12,87,893 equity share of Rs.10/- each fully paid up as at 31^st March,
2024.

FACILITY OF DEMATERIALIZATION

Your Company has obtained the ISIN INE008M01044 from both the depositories’ i.e., CDSL and
NSDL to facilities its shareholder to dematerialize their physical shares in to Demat Mode.

BOARD & COMMITTEES:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Vijaybhai Rameshbhai Patni [DIN 09675100] Managing Director
of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered himself for re-appointment.

S.N.	Name of Director/KMP	Designation	Date of appointment/Change in Designation / Resignation	Remarks (if any)
1.	Vijaybhai Rameshbhai Patni	Managing Director	04-01-2024	Change in designation
2.	Vijaybhai Rameshbhai Patni	CFO	04-01-2024	Appointment
3.	Hansaben Parmar	Additional Non¬ Executive Independent Director	04-01-2024	Appointment
4.	Dharmeshkumar Dataniya	Additional Non¬ Executive Independent Director	04-01-2024	Appointment
5.	Riyaben Makwana	Independent Director	04-01-2024	Resignation
6.	Ayushi Arvish Shah	Company Secretary and Compliance Officer	24-08-2024	Appointment
7.	Sweta Rasikbhai Panchal	Additional Non¬ Executive Independent Director	24-08-2024	Appointment
8.	Hansaben Parmar	Independent Director	24-08-2024	Resignation

9.	Dharmeshkumar Dataniya	Independent Director	27-08-2024	Resignation
10.	Jayesh Laxmanbhai Bhavsar	Additional Non¬ Executive Independent Director	27-08-2024	Appointment

BOARD MEETINGS

During the year Nine (9) meetings of the board of directors were held on the following date’s i. e.
01-04-2023, 08-05-2023, 30-05-2023, 14-08-2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024
and 31-03-2024. The Company has adhered to the timeline of gap required to be maintained between
each of the Board meetings as prescribed under the Companies Act, 2013.

The details of the meeting of the Board held and attached during the Financial Year 2023-24 is as
under:

Name of the Director	Number of Board Meetings held	Number of Board Meetings attended	Attended last AGM
Rajeshbhai Haribhai Ruparelia	9	9	Yes
Vijaybhai Rameshbhai Patni	9	9	Yes
Hansaben Parmar	2	2	Yes
Dharmeshkumar Dataniya	2	2	Yes
Riyaben Makwana	7	7	Yes

DIRECTORSHIP AND COMMITTEE MEMBERSHIP TN OTHER COMPANIES

None of the directors holds office as a director, including as alternate director, in more than twenty
companies at the same time. None of them has directorships in more than ten public companies. For
reckoning the limit of public companies, directorship of private companies that are either holding or
subsidiary companies of a public company are included.

As per the declarations received, none of the directors serve as an independent director in more than
seven listed companies and director in more than eight listed Companies.

None of the directors was a member in more than ten committees, nor a chairman in more than five
committees across all companies, in which he was a director. For the purpose of considering the limit
of the committees on which a director can serve, all public limited companies, whether listed or not,
have been included and all other companies including private limited companies, foreign companies
and companies under section 8 of the Companies Act, 2013 have been excluded.

INDEPENDENT DIRECTORS’ MEETING

As per Para VII (1) of Schedule IV to the Companies Act 2013, Independent Directors (IDs) are
required to hold at least one meeting without the attendance of non-independent directors and
members of management. During the FY 2023-24 Independent Directors meeting was held on 31^st
March, 2024.

AUDIT COMMITTEE

The Company has constituted an Audit Committee as required under Section 177 of the Companies
Act, 2013 read with regulation 18 of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 with Stock Exchange.

As on the end of Financial Year 2023-24 Audit Committee comprises of three Directors as under:

S.N.	Name of Person	Designation
1.	Dharmeshkumar Dataniya Non-Executive Independent Director	Chairperson
2.	Hansaben Parmar Non-Executive Non-Independent Director	Member
3.	Vijay Rameshbhai Patni	Member
	Managing Director

During the year under review, the 9 Audit Committee was held during Financial Year 2023-24.

The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08¬
2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024.

Members of the Audit Committee have requisite financial and management expertise.

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the
Company’s internal financial controls and financial reporting process. The Composition and quorum
are in accordance with Section 177(8) of the Companies Act, 2013. All members of the Audit
Committee possess financial/accounting expertise/exposure.

Functions of the Audit Committee:

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

The Audit Committee 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.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee as required under Section
178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015.

As on the end of Financial Year 2023-24 Nomination and Remuneration Committee comprises of
three Directors as under:

S.N.	Name of Person	Designation
1.	Rajeshbhai Ruparelia Non-Executive Non-Independent Director	Chairperson
2.	Hansaben Parmar Non-Executive Non-Independent Director	Member
3.	Dharmeshkumar Dataniya Non-Executive Independent Director	Member

MEETING AND ATTENDANCE:

The Nomination and Remuneration Committee met Nine (9) times during the Financial Year 2023-24.

The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08¬
2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a qualified Stakeholder Relationship Committee as required under
Section 178 of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of
SEBI (LODR), Regulations, 2015.

As on the end of Financial Year 2023-24 Stakeholder Relationship Committee comprises of three
Directors as under

S.N.	Name of Person	Designation
1.	Hansaben Parmar Non-Executive Non-Independent Director	Chairperson
2.	Dharmeshkumar Dataniya Non-Executive Independent Director	Member
3.	Rajeshbhai Ruparelia Non-Executive Non-Independent Director	Member

MEETINGS AND ATTENDANCE

The Stakeholder Relationship Committee met Nine (9) times during the Financial Year 2023-24.

The dates on which the said meetings were held are 01-04-2023, 08-05-2023, 30-05-2023, 14-08¬
2023, 01-10-2023, 06-11-2023, 04-01-2024, 14-02-2024 and 31-03-2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Considering the lower turnover, net worth and net profit of the Company, provision of Section 135 of
the Companies Act, 2013 is not applicable to your Company, hence it is not required to formulate
Corporate Social Responsibility policy during the year 2023-24.

COST AUDIT

The Cost Audit is not applicable to the Company.

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

As the Company is not engaged in any manufacturing activities and there was no technology
absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the
information as required under Section 134(3) (m) of the Companies Act, 2013 read with The
Companies (Accounts) Rules, 2014 is to be regarded as Nil.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) which were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business and did not attract provisions of
section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the
SEBI Listing Regulations, 2015. During the year 2023-24, as required under section 177 of the
Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed
before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which
may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form
AOC-2 is not applicable.

SUBSIDIARY COMPANY:

As on March 31, 2024, the Company does not have any subsidiary.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED

However, the Company has not made/given loans, guarantees or provided securities to other bodies
corporate or persons falling under the provisions of section 186 of the Act during the year 2023-24.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to provide a safe & conducive work environment to its employees and
has formulated ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter any acts of
sexual harassment at workplace and to provide the procedure for the redressal of complaints
pertaining to sexual harassment, thereby providing a safe and healthy work environment. During the
year under review, no case of sexual harassment was reported. Policy is available on the website of
the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3) (c) of the Companies Act, 2013 with respect to the Director’s
Responsibility Statement, it is hereby confirmed:

i) That in preparation of 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.

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 at the end of the Financial Year and of the
profit of the Company for that period.

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

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

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

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

INDIAN ACCOUNTING STANDARDS

Our company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant
provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate
Affairs from time to time. The significant accounting policies which are consistently applied have
been set out in the notes to the Financial Statements.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial
Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July
2015. The Company is in compliance with the same.

DETAILS OF NON-COMPLIANCE/ PENALTIES/ STRICTURES IMPOSED ON THE
COMPANY BY THE STATUTORY AUTHORITIES:

The Company has complied with the requirements of the Stock Exchanges, Securities and Exchange
Board of India and other statutory authorities on all matters relating to capital markets during the last
three years and no penalties or strictures have been imposed on the Company by any Stock Exchange,
Securities and Exchange Board of India or other statutory authorities.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and
regulation 25(2) of the SEBI Listing Regulations, 2015.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 17 of
Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations,
2015, the Board has carried out annual performance evaluation of its own performance, the directors
individually as well as evaluation of working of committees of Board of Directors.

Independent Directors, being evaluated by entire board except of Director being evaluated, on
meeting their obligations connected with their independence criteria as well as adherence with the
requirements of professional conduct, roles, functions and duties specifically applicable to
Independent Directors as contained in Schedule IV to the Companies Act, 2013.

Chairman and other Non-Independent Directors were being evaluated by Independent Director, who
also reviewed the performance of secretarial department. Performance evaluation of the Committees
and that of its members in effectively discharging their duties, were also being carried out by board.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of directors’ places on record its sincere appreciation for the dedicated efforts put in by all
employees, their commitment and contribution at all levels, in most difficult and challenging
environment during the year. Your directors would like to record their sincere appreciation for the

support and co-operation that your Company received from business associates and other strategic
partners of the company.

Your directors wish to place on record their sincere appreciation and thanks for the valuable co¬
operation and support received from the Registrar of Companies, Maharashtra, Regional Director,
Western Region, Ministry of Company Affairs, Company’s bankers, financial institutions, Regulatory
Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater
measure in the coming years.

Your directors also wish to place on record their appreciation of the devoted services of the
company’s employee, which have in great way contributed to the Company’s progress.

By Order of the Board

For Veronica Production Limited

Vijaybhai Patni
Managing Director
DIN: 09675100

Date: 31^st August, 2024
Place: Rajkot, Gujarat

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarizedbelow: (Rupees in Lacs)

Particulars 2014-2015 2013-2014

Sales 3320.19 1135.78

Other Income 156.50 76.22

Total Income 3476.69 1212.00

Total Expenses 3423.09 1202.90

Profit/(Loss) 53.60 9.10

(-) Exceptional Items - -

Profit/(Loss)Before Tax 53.60 9.10

Tax - -

(-) Current Tax 16.60 2.81

( ) Deferred Tax

Net Profit After Tax 37.00 6.29

(-) Extraordinary Items - -

Net Profit 37.00 6.29

The Company has achieved a turnover of Rs. 3320.19 compared with Rs. 1135.78 of previous year, on account of better product mix & aggressive approach by the Company. The Company has been able to generate substantial revenue & at the same time ensured that cost effectiveness results into profit of Rs. 37.00 lacs against previous year profit of Rs. 6.29 lacs. The main object of the Company is into print media including trading activities of related items.

Future Outlook

The Company expects substantial turnover in the coming year as the Company is mainly into print media & its allied items, as the Company has been able to build a good clientele network. The Company is in process of tie-up with various vendors to trade their products through the Company platform, which can easily penetrate into Tier II & Tier III towns/cities of India.

Dividend

The Board of Directors does not recommend any Dividend for the year under review

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 37.00 lacs has been carried forward to profit & loss account.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any subsidiaries, joint venture & associates Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

Consolidated Financial Statement

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Other Corporate Information

The Company has shifted its registered office in the same city of Rajkot during April, 2015. The face value of the equity shares of the Company has been split from Rs. 5/- per share to Re. 1/- per share after 9th October, 2014, record date fixed by the Company for stock- split.

Particulars Of Contract Or Arrangement With Related Party

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment And Guarantees By The Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Directors

Mr. Rajnibhai Narayanbhai Korat, Director of the Company has resigned on 11th August, 2015 on account of his pre-occupation. Mr. Dilip Chabaria, Director of the Company has resigned on 11th August, 2015. Mr. Sanjeev Mohan Gupta, Managing Director & Mr. Anshuman M Gupta, Whole-Time Director of the Company resigned on 27th August, 2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

Mrs. Sneha Rupesh Talraja was appointed as Additional Directors of the Company on 31st March, 2015.

Mrs. Ganesh Shankar Budbadkar was appointed as Additional Directors of the Company on 15th July, 2015.

The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors' (Annexure 2A)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

Number Of Meeting Of Board Of Directors

The Board of Directors have met 6 times and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Rishi Sekhri & Associates, Chartered Accountants, Rajkot to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed and if appointed, it would be within the limits specified in the Companies Act, 2013.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Rishi Sekhri, & Associates, Chartered Accountants, Rajkot, are eligible to hold the office for a period of five years up to 2020. The members are therefore requested to appoint M/s. M/s. Rishi Sekhri, & Associates, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of annual general meeting to be scheduled in 2020 (subject to ratification at every Annual General Meeting) and to fix their remuneration for the year 2015-16.

Auditors Report

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

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

ii. 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 the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2015.

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

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. That 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.

Annual Evaluation By The Board Of Its Own Performance, Its Committees And Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory And adequate and meets the requirement of the Company.

Details Of Committee Of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms a part of this Report is annexed hereto.

Managing Director's Certificate

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary M/s. is annexed herewith and forming part of the report.

Extract Of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Significant And Material Orders Passed By The Regulators Or Courts

During the year under review, except that which is stated herewith there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. The Company has received show-cause notice from Ministry of Corporate Affairs, ROC - Ahmadabad for non-submission of Annual Report for the year ending 31st March, 2015 & non-appointment of Company Secretary.

Presentation Of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014- 2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Jagran Production Limited

Sd/- Sd/- Hitesh K Rupareliya Rajesh H Rupareliya Managing Director Director Place: Rajkot DIN - 01401610 DIN - 06546212 Date: August 27, 2015

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting this Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31,2013.

(Rs. in Lacs)

Year Ended Year Ended

Financial Results 31.03.2013 31.03.2012

Income 184.72 176.91

Profit before Tax 5.00 5.12

Less: Provision for Taxation 1.54 1.58

Profit after Tax 3.46 3.54

DIVIDEND

Due to inadequate profits in the previous financial year, the Board has not recommended any dividend for the Financial Year 2012-2013.

BUSINESS

The Company is in the business of trading of chemicals.

AUDITOR

The Members are requested to reappoint auditors for the current year and to fix their remuneration.

M/s Gaurang Vora & Associates, Chartered Accountants have consented for continuation to act as the auditors of the company, if re-appointed.

RISK & CONCERNS

Every Company runs the risk of stiff competition from established market players and your Company is not an exception to this universal rule.

The Company''s goal in risk management is to understand, measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks.

The Company manages and reviews the risk management system, policy and strategy from time to time. The Management periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

In the opinion of the management, the internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets.

The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES ¦

The relation of the Company with its employees continued to be harmonious during the year under review.

Our philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employee''s commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Rajnibhai Korat, Director, is liable to retire by rotation ''

and being eligible, offers himself for re-appointment in the forthcoming Annual General Meeting.

Mr. Sanjiv Mohan Gupta, Mr. Hareshbhai M. Togadiya, Mr. Rajeshbhai H. Ruparelia and Mr. Dipakkumar R. Joshi was appointed by the Board as Additional Director and they hold the office till the ensuing Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1)( g) of the Companies Act 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance. ''

PARTICULARS OF EMPLOYEES

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended March 31 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of the Company for that period.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:

(a) CONSERVATION OF ENERGY:

Your Company has taken the necessary steps to conserve energy.

(b) TECHNOLOGY ABSORPTION:

Your Company has taken the necessary steps to absorb upgraded technology.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support.

Place: Rajkot By order of the Board

Date: August 1,2013 For Shrey Chemicals Limited

(Formerly Dhvanil Chemicals Limited)

Registered Office:

302, Pig Point Complex,

Dr.Yagnik Road,

Opp. Swami Vivekananda Statue Sd/- Sd/-

Rajkot - 360 001 Director Director

---

Mar 31, 2012

To the Members,

The Directors have pleasure in presenting this Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

(Rs, in Lacs)

Year Ended Year Ended Financial Results 31.03.2012 31.03.2011

Income 176.911 25.66

Profit before tax 5.12 1.15

Less: Provision for Taxation 1.58 0.71

Profit after Tax 3.54 0.44

DIVIDEND

Due to inadequate profits in the previous financial year, the Board has not recommended any dividend for the Financial Year 2011-2012. .

OVERVIEW

BUSINESS

The Company is in the business of trading of chemicals.

CHANGE IN NAME OF THE COMPANY

In order to give a fresh identity to the Company, the name of your Company was changed from Dhvanil Chemicals Limited to Shrey Chemicals Limited.

APPOINTMENT OF NEW AUDITORS

The Members of the Company, in their Extraordinary General Meeting held on August 24, 2012 appointed M/s. Gaurang vora & Associates, Chartered Accountants, Ahmedabad as new Stamford Auditors of the Comply as the erstwhile Statutory Auditors has communicated their unavailable the Company.

The Members are requested to appoint auditors for the current year and to fix their remuneration. MA Gaulg vore Associates, Chartered Accountants have consented for continuation to act as the auditors of the company, if re-appointed.

PERFORMANCE & CURRENT YEAR PROSPECTS

CHANGEIN NAME OF THE COMPANY:

As the Company was incurring inadequate profit, your Management decided to give the Company fresh identity and decided to change the Name the Company. The Members of the Company on January 9, 2012 approved the new name Shrey Chemicals Limited.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Company decided to change the Registered Office to the Company for administrative convenience and economical reasons.

The Members, vide a Postal Ballot gave their approval for change of Registered Office from Ahmedabad to Rajkot and the Postal Ballot was approved unanimously by the Members of the- Company.

RISK & CONCERNS

Every Company runs the risk of stiff competition from established market players and your Company is not an exception to this universal rule.

The Company''s goal in risk management is to understand, measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks.

The Company manages and reviews the risk management system, policy and strategy from time-to time. The Management periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

In the opinion of the management, the internal control systems are adequate and provide, among. other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets.

The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The relation of the Company with its employees continued to be harmonious during the year under review.

Our philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employee''s commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Tushar Shah, Director, is liable to re ire by rotation and „ being eligible, offers himself for re-appointment in the forthcoming Annual General Meeting.

Mr. Rajnibhai Korat was appointed by the Board as Additional Director and he assumes office till the ensuing Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1)( g) of the Companies Act 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is, given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance.

AUDITORS

The Company''s auditors, M/s. Gaurang Vora and Associates., Chartered Accountants, retire at the ensuing Annual General Meeting and being Eligible offer themselves for re-appointment.

COMMENTS ON AUDITOR''S REPORT:.

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any " further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no , material-information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has "taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary.

Your Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the "preparation of the annual accounts, for the year ended March 31st 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and. prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the loss of the Company for that period.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Disclosure under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are as follows:

(a) CONSERVATION OF ENERGY:

Your Company has taken the necessary steps to conserve energy.

(b) TECHNOLOGY ABSORPTION:

Your Company has taken the necessary steps to absorb upgraded technology,

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any Foreign exchange income.

APPRECIATION

The Board of Directors wishes to ''convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory , Authorities for their continued support.

Place: Rajkot By order of the Board

Date: September 1, 2012 For Shrey Chemicals Limited

(Formerly Dhvanil Chemicals Limited)

Registered Office:

302, Pig Point Complex,

Dr.Yagnik Road,

Opp. Swami Vivekananda Statue Sd/- Sd/-

Rajkot-360 001 Director Director

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Mar 31, 2011

To The Members of Dhvanil Chemicals Ltd.

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2011 are as under:

(Rs. in Lacs) Particulars 2010-2011 2009-2010

1. Profit before Interest, Depreciation and Tax 2.54 2.68

2. Interest

3. Depreciation 1.39 1.68

4. Profit (Loss) Before Tax 1.15 1.00

5. Provision for taxation 0.28

6. Profit (loss) after Tax 0.87 1.00

DIRECTORS :

Mr. Sanjay S. Shah and Mr. Prakashsinh Rehvar, Director of the Company retires by rotation at this annual general meeting and being eligible, offers themselves for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Nirav S. Shah & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

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

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 01.09.2011 FOR AND ON BEHALF OF THE PLACE: AHMEDABAD BOARD OF DIRECTORS

CHAIRMAN

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Mar 31, 2010

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

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2010 are as under:

(Rs. in Lacs)

2009-2010 2008-2009 Particulars

1. Prom Before Interest, Depreciation and Tax 2.68 0.00

2. Interest - -

3. Depreciation 1.68 1.94

4. Profit (Loss) Before Tax 1.00 1.94

5. Provision for taxation - -

6. Profit (loss) after Tax 1.00 1.94



DIRECTORS:

Mr Tushar S.Shah, Director of the Company retires by rotation at this annual general meeting and being eligible, offers him self for reappointment. The board of directors recommend the appointment of the director.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

Nirav S Shah & Co., Auditors Of the Company retires at the conclusion of this Annual General Meeting and being eligible/are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

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

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited. However the trading of the shares of company was suspended.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars. of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 31.08.2010 FOR AND ON BEHALF OF THE

PLACE: AHMEDABAD BOARD OF DIRECTORS

CHAIRMAN