Directors Report of Western Ministil Ltd.

Mar 31, 2024

Your Directors are pleased to present the Fiftieth Annual Report of Western Ministil
Limited (hereinafter referred to as “the Company”) along with the Standalone Audited
Financial Statements for the Financial Year ended March 31,2024 (hereinafter referred
to as “year under review” or “year” or “FY 2023-24”).

In compliance with the applicable provisions of Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter
referred to as “Act”) and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to
as “SEBI Listing Regulations”), this Report covers the financial performance and other
developments in respect of the Company during the financial year ended March 31,
2024 and upto the date of the Board Meeting held on May 30, 2024 to approve this
Report.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,
2024 is summarised below:

(Rs. in Lakhs)

Sr. No.	Particulars	2023-24	2022-23
1	Revenue from operations	-	-
2	Other Income	-	-
3	Total	-	-
4	(Loss) Before Exceptional items, Depreciation & Tax (PBDT)	(16.16)	(16.99)
5	Less: Depreciation	-	-
	Less: Prior Period Items	-	0.60
6	(Loss)for the year before taxation	(16.16)	(17.59)
7	Less: Provision for tax	-	-
	Tax paid for earlier year	-	-
8	Loss for the year after tax	(16.16)	(17.59)
9	Other Comprehensive Income	-	-
10	Total Comprehensive Income for the year	(16.16)	(17.58)

2. REVIEW OF OPERATIONS

During the year under review, the Company did not undertake any activity /
operation, which continues to remain at a standstill since 1995.

3. DIVIDEND AND RESERVES

Considering the year''s financial performance and carried forward losses of
previous years, the Board had decided not to recommend any dividend.

Due to accumulated losses, your Company has not transferred any amount to the
reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company has not deviated its line of business activity nor has expanded the
area of activities; therefore, there is no change in the nature of business for the
year under review.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary,
Joint Venture or Associate Companies.

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

No material changes and commitments affecting the financial position of the
Company have occurred in the Company since the end of Financial Year ended
March 31,2024 till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 215.72 Lakhs
(Rs.2,15,71,860/-) divided into divided into 21.57 Lakhs (2,15,71,860/-) shares of
Rs. 10/- each as on March 31,2024.

The Company''s Equity Share Capital is listed on the BSE Limited (“BSE”) and are
infrequently traded shares. The shares of the Company have not been suspended
from trading. The annual listing fee had been paid to the stock exchange before
due date.

During the year under review, the Company has not issued any shares or other
convertible securities, bonus shares or made a rights issue of shares or shares
with differential voting rights or granted any stock options or any sweat equity
shares. Further, the Company did not buy back any of its shares.

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning
of Section 73 and 74 of the Act and Rules framed thereunder (including any
amendments thereof) during the Financial Year ended March 31, 2024 and, as
such, no amount on account of principal or interest on deposit from public was
outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Company has not been engaged in any manufacturing activity after
the closure of the plant since 1995, health, safety and environment protection
measures are not applicable to the Company for the time being.

10. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the Financial Year, on a standalone
basis has been prepared in compliance with the Act, applicable Accounting
Standards and SEBI Listing Regulations and are disclosed in accordance with
Schedule III of the Act.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

a) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act, Mr. Prithviraj S. Parikh,
Director (DIN: 00106727), retires by rotation at the forthcoming Annual
General Meeting (“AGM”) and being eligible offers himself for re-appointment.
The Board recommends his re- appointment for your approval.

A resolution seeking shareholders'' approval for his re-appointment forms part
of the Notice of the AGM.

b) Resignation of Director

During the Financial Year under review, Mr. Hitesh V. Raja (DIN:02681574)
Non-Executive, Independent Director of the Company, has resigned from the
Board of the Company w.e.f. October 03, 2023. The Board places on record
its sincere appreciation for the valuable contribution made by him during his
tenure on the Board.

c) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the applicable
rules made thereunder, the following employees are appointed as the Whole¬
Time Key Managerial Personnel of the Company:

1. Mr. Ajit K. Honyalkar- Chief Executive Officer and Chief Financial Officer

2. Mr. Gyaneshwar K. Singh- Company Secretary and Compliance Officer

Apart from above, no other Director or Key Managerial Personnel were
appointed or had retired or resigned during the Financial Year ended March
31,2024.

The Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directors'' independence;
and

b) Remuneration Policy for Directors, Key Managerial Personnel and other
employees.

The Policy for selection of Directors and determining Directors'' independence
sets out the guiding principles for the Nomination and Remuneration
Committee for identifying persons who are qualified to become Directors
and to determine the independence of Directors, in case of their appointment
as Independent Directors of the Company. The Policy also provides for the
factors in evaluating the suitability of individual Board members with diverse
background and experience that are relevant for the Company''s operations.

The Remuneration Policy for Directors, Key Managerial Personnel and other
Employees sets out the guiding principles for the Nomination and Remuneration
Committee for recommending to the Board, the remuneration of the Directors,
Key Managerial Personnel and other Employees of the Company.

The aforesaid Policies are available on the Company''s website at
https://www.westernministil.in/

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors
confirming that they meet the criteria of independence as laid down under Section
149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations, and abide by
the Code for Independent Directors as prescribed under Schedule IV of the Act.
Further, they have confirmed that there has been no change in the circumstances
or situation, which exist or may be reasonably anticipated, that could impair
or impact the ability of Independent Directors to discharge their duties with an
objective independent judgment and without any external influence.

13. BOARD MEETINGS AND AGM

The Board meets at regular intervals as and when required to discuss the business
polices and strategies apart from other routine business matters.

During the Financial Year ended March 31,2024, the Board met 4 (Four) times i.e.
on May 29, 2023, August 14, 2023, November 09, 2023 and February 14, 2024.

Apart from as aforesaid, the gap between two meetings did not exceed one
hundred and twenty days and the necessary quorum was present for all the
meetings held during the year.

The attendance of the Directors at the Board Meetings and the AGM held during
the Financial Year ended March 31,2024 is as under:

Name of the Directors	Category	Number of Board Meetings		Last AGM attended
		Entitled to attend	Attended
Mr. Prithviraj S. Parikh	Chairman & Non¬ Executive Director	4	4	Yes
Mr. P. K. R. K. Menon	Non-Executive Director	4	4	Yes
Mr. Hitesh V. Raja1	Independent, Non-Executive Director	2	2	No.
Ms. Sharmila S. Chitale	Independent, Non-Executive Director	4	4	Yes

14. COMMITTEES OF THE BOARD

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of
Corporate Governance including Composition of Board are not applicable to the
Company.

The composition of the Board of Directors is in conformity with the requirements of
the Act read with the Rules framed thereunder.

a) AUDIT COMMITTEE

Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in
compliance with the requirements of Section 177 of the Act read with rules framed
thereunder.

The composition, quorum, powers, role and scope are in accordance with Section
177of the Act. All the members of the Audit Committee are financially literate and
have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during
the Financial Year ended March 31,2024.

Meeting and Attendance

The Committee met 4 (Four) times during the Financial Year ended March 31,
2023, i.e. on May 29, 2023, August 14, 2023, November 09, 2023 and February
14, 2024.

The necessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by
members of the committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. Hitesh V. Raja2 Chairman	Independent, Non-Executive Director	2	2
Mr. P K. R. K. Menon3 Chairman	Non-Executive Director	4	4
Mr. Prithviraj S. Parikh Member	Non-Executive Director	4	4
Ms. Sharmila S. Chitale Member4	Independent, Non-Executive Director	2	2

The previous AGM of the Company was held on September 30, 2023 and Mr. P.
K. R. K. Menon, member, duly authorized by the Chairman of the Committee, was
present at the last AGM to answer the shareholders ‘queries.

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in
compliance with Section 178 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section
178 of the Act.

The Committee met 1 (One) time during the Financial Year ended March 31,2024.
i.e on October 03, 2023.The necessary quorum was present for the meeting held
during the year.

The composition of the Nomination and Remuneration Committee and the details
of meetings attended by members of the Committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. P K. R. K. Menon Chairman	Non-Executive Director	1	1
Mr. Prithviraj S. Parikh Member	Non-Executive Director	1	1
Mr. Sharmila S. Chitale Member	Independent & Non-Executive Director	1	1

The previous AGM of the Company was held on September 30, 2023 and Mr. P. K.
R. K. Menon, Chairman of the Committee, was present at the last AGM to answer
the shareholders'' queries.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising
of three members. The composition of the Stakeholders Relationship Committee is
in compliance with the provisions of Section 178 of the Act read with rules framed
thereunder.

The Committee met 4 (Four) times during the Financial Year ended March 31,
2024 i.e., on May 29, 2023, August 14, 2023, November 09, 2023 and February
14, 2024. The necessary quorum was present for the meeting held during the year.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the Financial Year ended March 31,
2024 are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Ms. Sharmila S. Chitale Chairman	Independent & Non-Executive Director	4	4
Mr. P.K.R.K. Menon Member	Non-Executive Director	4	4
Mr. Prithviraj S. Parikh Member	Non - Executive Director	4	4

The Company obtains yearly certificate from a Company Secretary in Practice
confirming the issue of certificates for transfer, sub-division, consolidation etc.
and submits a copy thereof to the Stock Exchange where the shares of the
Company are Listed in terms of Regulation 40(9) of the SEBI Listing Regulations.
Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing
Regulations, confirming that all activities in relation to share transfer facility are
maintained by Registrar and Share Transfer Agents is also submitted to the
Stock Exchange where the shares of the Company are Listed on a yearly basis.
The previous AGM of the Company was held on September 30, 2023 and Ms.
Sharmila S. Chitale, Chairman of the Committee, was present at the last AGM to
answer the shareholders queries.

15. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard
to Corporate Governance is not applicable to the Company as the paid up equity
share capital of the Company does not exceed Rs.10 crores and net worth does
not exceed Rs. 25 crores as on the last day of the previous Financial Year.

16. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Act
and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on
the basis of criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning etc. Additionally, the Chairman of the
Board was also evaluated on key aspects of his role, taking into account the views
of non-executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking
inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc. The above criteria are as
provided by the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated,
taking into account the views of non-executive directors. Performance evaluation

of Independent Directors was done by the entire board, excluding the Independent
Director being evaluated.

17. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director, Executive Director / Senior Managerial Personnel
is familiarized about the Company''s strategy, operations, organisation structure,
human resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a Director. The terms and conditions of letter of appointment is
available on the Company''s website at http://westernministil.in/

18. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES
AND INDEPENDENCE OF A DIRECTOR

The company has adopted a policy on Director''s appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of
Director and also remuneration for key managerial personnel and other employees.
The policy is available on the website of the Company at http://westernministil.in/.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34
of the SEBI (LODR) Regulations, 2015 is annexed “Annexure- A” to this report.

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Mr. Prithviraj S. Parikh, Director of the
Company, during the year under review:

(Amount in Lakhs)

Name	Opening Balance beginning of the year	Amount Borrowed	Amount Repaid	Closing Balance at the end of the year
Mr. Prithviraj. S. Parikh	79.50	19.46	-	98.96

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans, guarantee given or investment made or security provided
pursuant to Section 186 of the Act during the Financial Year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
PARTIES

All the related party transactions entered into by the Company during the Financial
Year were on an arm''s length basis and were carried out in the ordinary course of
business. There are no materially significant related party transactions made by
the Company during the year under consideration with the Promoters, Directors
or Key Managerial Personnel which may have a potential conflict with the interest
of the Company at large. All the related party transactions as required under Ind-

AS 24 ‘Related Party Disclosures'' are reported in other explanatory information,
forming part of the financial statements.

Details of related party transactions are regularly placed before the Audit
Committee and also before the Board for its approval. Wherever required prior
approval of the Audit Committee is obtained.

The Company has not entered into any related party transaction during the
Financial Year pursuant to the provisions of Section 188 of the Actread with
Companies (Meetings of Board and its Powers) Rules, 2014, as amended from
time to time. Hence, disclosure in Form AOC-2 has not been given.

23. PARTICULARS OF EMPLOYEES

The Company has no employees except CEO., C.F.O and Company Secretary
and therefore no information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is furnished.

Directors were also not paid remuneration or sitting fees during period under
review

24. VIGIL MECHANISM / WHISTLEBLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder,
the Company has formulated a Whistle Blower Policy for Directors and Employees
to report to the management about the unethical behavior, fraud or violation of
Company''s Code of Conduct. The mechanism provides for adequate safeguards
against victimisation of Employees and Directors who use such mechanism and
makes provision for direct access to the Chairman of the Audit Committee and no
personnel of the Company have been denied access to the Audit Committee. The
policy is available on the website of the Company at www.westernministil.in

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT

The Company has, during the year, rolled out a policy for prevention of Sexual
Harassment of women in the organization, although it has no woman employed in
the origination during the period under review.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/ Tribunal
which would impact the going concern status of the Company and its future
operations. Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts)
Rules, 2014 is not applicable.

27. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an
effective mechanism for implementing risk management system had adopted the
policy on risk management for evaluating and monitoring various risks that could

threaten the existence of the Company. The Company had not faced any major
risks and no major deviations from the actuals as attained by the Company. The
Audit Committee has reviewed the policy periodically. The Board takes overall
responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company
for formulating an effective mechanism and strategy.The risk management policy
is available on the website of the Company at http://westernministil.in/

28. SECRETARIAL AUDITORS
Appointment

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, M/s. Balraj Vanwari &
Associates (C. P. No: 11708; A.C.S. No: 2762), Practicing Company, have been
appointed as the Secretarial Auditors to conduct the Secretarial Audit of the
Company for the Financial Year ended March 31,2024.

Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended
March 31, 2024, is annexed herewith as “Annexure- B” and forms part of this
report.

The Secretarial Audit Report does not contain any adverse remark, reservation,
qualification or disclaimer remark.

29. STATUTORY AUDITORS

M/s. Paresh Rakesh & Associates (Firm Reg. No. 119728W/W100743) were
appointed as Auditors of the Company, for a first term of 5 (Five) year at the Annual
General Meeting (AGM) held on 30th September, 2023, to hold office until the
conclusion of the 54th (Fifty Fourth) AGM.

Further, based on the recommendation of Audit Committee, the Board has
proposed to the Shareholders for the appointment of M/s. Paresh Rakesh &
Associates, Chartered Accountants (ICAI Firm Reg. No. 119728W/W100743))
as the Statutory Auditors of the Company for a period of five consecutive years,
from the conclusion of the 49th AGM until the conclusion of the 54th AGM to be
held in the year 2028 for filling casual vacancy in the office of Statutory auditors
M/s. Chaturvedi & Agrawal, Chartered Accountants (ICAI Firm Registration
No.10171W)

They have confirmed that they are not disqualified from being appointment as the
Statutory Auditors of the Company.

Disclosure under Section 143(12) of Act

The Statutory Auditors of the Company have not reported any fraud or irregularities,
as specified under the Second provision of Section 143(12) of the Act (including
any Statutory modification(s) or re-enactment(s) for the time being in force), read
with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the
Financial Year under review.

Statutory Auditor’s Report:-

The management''s response to the Auditor''s remark is appearing in the statement
on impact of Audit Qualifications appended elsewhere to the Annual Report. (Page
No. 67)

30. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual
Return of the Company is available on the website and can be accessed at
http://westernministil.in/

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to
“Meetings of the Board of Directors” and “General Meetings”, respectively.

32. COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central
Government under the provisions of Section 148 of the Act in view of the closure
of the plant in 1995 and cessation of manufacturing activities. No manufacturing
activities or related services have been undertaken by the Company since then.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate
with the size of its operations and nature of its business activities. The Company
has a standard operating procedure for various activities and operations and
follows this standard operating procedure for its internal control procedures. The
Internal Auditor monitors and evaluates the efficacy and adequacy of internal
financial control system in the Company, its compliance with operating systems,
accounting procedures, application of the instructions and policies fixed by the
senior management at all locations of the Company. The Audit Committee reviews
the report on Internal Control submitted by the Internal Auditors on a yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial
controls were adequate and effective and no reportable material weakness or
significant deficiencies in the design or operation of internal financial controls were
observed during the Financial Year ended March 31,2024.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END
OF THE PERIOD

No applications were made or any proceedings are pending by or against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the period under review or as at the end of the period.

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014, with respect to voting rights not
exercised directly by the employees of the Company is not required to be given.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations
received from the Operating Management and after due enquiry, hereby confirm
that:

a) In the preparation of annual accounts for the Financial Year ended March
31,2024, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

b) They had in consultation with Statutory Auditors, selected 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 as at March 31,2024 and Loss of the Company for the year
ended on that date;

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

d) They have prepared the annual accounts for the Financial Year ended March
31,2024 on a “going concern” basis;

e) They have laid down internal financial controls, which are adequate and
operating effectively;

f) They have devised proper system to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time, are not
applicable to your Company as the Company does not fall under any of the criteria
specified therein.

38. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report
trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes code for practices and
procedures for fair disclosure of unpublished price sensitive information which
has been made available on the Company''s website and can be accessed at
www.westernministil.in.

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

No information with regard to conservation of energy and technology absorption is
required to be furnished as the Company did not undertake any activity / operation.
Further, there were no foreign exchange earnings and outgo during the year under
review.

40. CAUTIONARY STATEMENT

Statements in these reports describing company''s projections statements,
expectations and hopes are forward looking. Though, these expectations are
based on reasonable assumptions, the actual results might differ.

41. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and
guidance extended by Stock Exchanges, Depositories, other statutory bodies and
Company''s Bankers for the assistance, cooperation and encouragement to the
Company.

For and on behalf of the Board of Directors
For Western Ministil Limited

Sd/-

P. K. R. K. Menon

Place: Mumbai Chairman

Date: May 30, 2024 DIN : 00106279

1

Resigned w.e.f. October 03,2023

During the year under review, the Independent Directors met without the presence
of non-independent Directors on February14, 2024 in order to evaluate:

i. The performance of Non-Independent Directors and Board, as a whole.

ii. The performance of Chairman of the Company taking into account the views
of all the Directors on Board.

iii. The quality, quantity and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.

All the Independent Director attended the meeting.

2

Resigned w.e.f. October 03, 2023

3

Appointed as the Chairman of the Committee w.e.f. October 03, 2024

4

Appointed as the Member of the Committee w.e.f. October 03, 2024

---

Mar 31, 2014

Dear Members,

1. The Directors have pleasure in presenting this 40th Annual Report together with the Audited Financial Statements of the Company for the year ended 31-03-2014 along with the Auditors'' Report thereon.

2. FINANCIAL RESULTS:

(Rs. In Lac)

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

Administrative & other expenses 11.55 27.76

Exceptional Items (41.75) -

Net Profit/(Loss) (53.30) (27.76)

Balance in Profit & Loss A/c brought forward (1014.04) (986.28)

Balance carried to Balance Sheet (1067.34) (1014.04)

3. DIVIDEND: In view of the huge amount of carried forward loss of Rs. 1067.34 Lac as at 31-03-2014, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATIONS: The Company has not carried out any operations, as the restructuring of the Company has to be undertaken before any plans for diversification of business could be contemplated. As of now, the activities continue to remain at a standstill.

5. FINANCE: No deposits from public have been accepted during the year under review.

Unsecured loans/liabilities amounting to Rs. 400.17 Lac (Previous year Rs. 534.48 Lac) represents money due to the director and associate companies, which obligation the Company has been unable to discharge as the inflow of funds has virtually dried out for a long time.

6. INDUSTRIAL RELATIONS: The Company has no employees and the affairs of management are conducted by the directors who have been authorised to this effect under the supervision of the Board.

7. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Rajendra Chaturvedi retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed and that there are no 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 loss sustained by 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts for the financial year ended 31st March 2014 with necessary changes having regard to the fact that the applicability of the concept of "going concern" might have to be reviewed in the context of erosion of net worth and in relation to the efforts made for exploring/restructuring its activities into some allied lines of business at the earliest.

9. COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001: The Secretarial Compliance Certificate in respect of the year 2013-14 covering the various statutory compliances of the Company for the year under review, issued by M/s. Ashish Bhatt & Associates, Company Secretaries in a Whole-Time Practice, Thane, (pursuant to the proviso under section 383 (a)(i) of the Companies Act, 1956), is attached to this report.

In the opinion of the board, the said compliance certificate/report is self explanatory and does not call for any further clarification.

10. AUDITORS & REMARKS: The audit remark with regard to the non-provision of interest charges has been answered in the form of note No. 15 which is self explanatory. However, it is reiterated that these provisions have not been made for reasons of inadequacy of profits, huge amount of carried forward losses, pending litigation on recovery of sundry debtors and non-utilization of assets since the closure of the plant in 1995.

The Company''s Auditors, M/s. Haribhakti & Co., Chartered Accountants, Mumbai, retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The board of directors recommends their re-appointment. The Company has received the confirmation along with certification from the Auditors that their appointment will be within the limits prescribed u/sec. 139 of the Companies Act, 2013, if appointed.

11. DISCLOSURE OF SIGNIFICANCE: Adequate disclosure with regard to the contingent liabilities not provided for, has been made in the form of notes to accounts vide Item No. 12 appearing elsewhere and forming part of the audited financial statements for the period under review.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.: Data with regard to conservation of energy, technical absorption etc. required under section 217 (1) (e) of the Companies Act, 1956, has not been furnished with this report as the plant continues to remain closed since 01-12-1995.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

I) The Company has not earned any foreign exchange during the year under review as there have been no exports.

II) Total foreign exchange used - NIL.

13. PARTICULARS OF EMPLOYEES: Since none of its employees have been in receipt of remuneration in the aggregate of Rs. 2,00,000/- p.m. or above during the year under review, the information as required under the provisions of Section 217 (2A), read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, respectively, has not been furnished by the Company.

On behalf of the Board of Directors

sd/- sd/-

Prithviraj S. Parikh P.K.R.K. Menon Place: Mumbai Director Director Date: August 12, 2014

---

Mar 31, 2013

To: The Members,

1. The Directors have pleasure in presenting this 39th Annual Report of Western Ministil Limited together with the Audited Financial Statements of the Company for the year ended 31-03-2013 along with the Auditors'' Report thereon.

2. FINANCIAL RESULTS:

(Rs.In Lacs

Particulars Year ended Year ended 31-03-2013 31-03-2012

Sales 6 Other Income

Administrative £t other expenses 27.76 7.23

Net Profit / (Loss) (27.76) (7.23)

Balance in Profit & Loss A/c brought forwar ( 986.29) ( 979.06)

Balance carried to Balance Sheet (1014.05) (986.29)

3. DIVIDEND: In view of the huge amount of carried forward loss of Rs. 1014.05 Lacs as at 31 -03-2013, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATIONS: The Company has not carried out any operations as the restructuring of the Company has to be undertaken before any plans for diversification of business can be contemplated. As of now, the activities continue to remain at a standstill.

5. FINANCE: No deposits from public have been accepted during the year under review.

Unsecured loans amounting to Rs. 534.48 Lacs (Previous''year Rs.506.58 Lacs) represents money due to its director and associate companies, which liability the Company has been unable to discharge as the inflow of funds has virtually dried out since long.

6. INDUSTRIAL RELATIONS: The Company has no employees and the affairs of management are conducted by the board of directors who have been authorised to this effect.

7. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Prithviraj S. Parikh retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

8. DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed and that there are no 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 loss sustained by 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts for the financial year ended 31st March 2013 with necessary changes having regard to the fact that the applicability of the concept of "going concern" might have to be reviewed in the context of erosion of net worth and in relation to the efforts made for exploring/ restructuring its activities into some allied lines of business at the earliest.

9. COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001: The Secretarial Compliance Certificate in respect of the year 2012-13 covering the various compliances made by the company for the year under review, issued by M/s. Ashish Bhatt & Associates, Company Secretaries in a Whole-Time Practice, Thane, (pursuant to the proviso under section 383 (a)(i) of the Companies Act, 1956), is attached to this report.

In the opinion of the board, the said compliance certificate/ report is self explanatory and does not call for any further clarification.

10. AUDITORS & REMARKS: The audit remark with regard to the non-provision for doubtful debts, loans & advances, deprecation etc. have been answered in tlje form of note No. 14 which is self explanatory. However, it is reiterated that these provisions have not been made for reasons of inadequacy of profits, huge amount of carried forward losses, pending litigation on recovery of sundry debtors and < non-utilization of assets since the closure of the plant in 1995.

The Company''s Auditors, M/s. Haribhakti & Co., Chartered Accountants, Mumbai, retires at the conclusion of this Annual General Meeting and beirig eligible, offer themselves for re-appointment. The board of directors recommends their re-appointment. The Company has received the confirmation along with certification from the Auditors that their appointment will be within the limits prescribed u/sec.224 (1B) of the Companies Act, 1956, if appointed.

11. DISCLOSURE OF SIGNIFICANCE: Adequate disclosure with/egard to the contingent liabilities not provided for, has been made in the form of notes to accounts in Schedule ''H'' appearing elsewhere and forming part of the audited financial statements for the period under review.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.: Data with regard to conservation of energy, technical absorption etc. required under section 217 (1) (e) of the Companies Act, 1956, has not been furnished with this report as the plant continues to remain closed since 01-12-1995.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

I) The Company has not earned any foreign exchange during the year under review as there have been no exports.

II) Total foreign exchange used- NIL

13. PARTICULARS OF EMPLOYEES: Since none of its employees have been in receipt of remuneration in the aggregate of Rs.2,00,000/- p.m. or above during the year under review, the information as required under the provisions of Section 217 (2A), read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, respectively, has not been furnished by the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Prfthviraj S. Partkh P. K. R. K. Menon

Director Director

Place : Mumbai

Date : August 10, 2013

---

Mar 31, 2012

1. The Directors have pleasure in presenting this 38th Annual Report of Western Ministil Limited together with the Audited Financial Statements of the Company for the year ended 31-03-2012 along with the Auditors' Report thereon.

2. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Sales & Other Income - -

Administrative & other expenses 7.23 5.23

Net Profit/(Loss) (7.23) (5.23)

Balance in Profit a Loss A/c brought forward (979.06) (973.83)

Balance carried to Balance Sheet (986.29) (979.06)

3. DIVIDEND: In view of the huge amount of carried forward loss of Rs. 986.29 Lacs as at 31-03-2012, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATIONS: The Company has not carried out any operations as the restructuring of the Company has to be undertaken before any plans for diversification of business can be contemplated. As of now, the activities continue to remain at a standstill.

5. FINANCE: No deposits from public have been accepted during the year under review.

Unsecured loans amounting to Rs. 506.58 Lacs (Previous year Rs. 499.64 Lacs) represents money due to its director and associate companies, which liability the Company has been unable to discharge as the inflow of funds has virtually dried out since long.

6. INDUSTRIAL RELATIONS: The Company has no employees and the affairs of management are conducted by the board of directors who have been authorised to this effect.

7. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. P.K.R.K. Menon retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed and that there are no 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 loss sustained by 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts for the financial year ended 31st March 2012 with necessary changes having regard to the fact that the Company could no longer be considered as a going concern and that the efforts made for exploring/restructuring its activities into some related lines of business have not yielded satisfactory results so far.

9. COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001: The Secretarial Compliance Certificate in respect of the year 2011-12 covering the various compliances made by the company for the year under review, issued by M/s. Ashish Bhatt & Associates, Company Secretaries in a Whole-Time Practice, Thane, (pursuant to the proviso under section 383 (a)(i) of the Companies Act, 1956), is attached to this report.

In the opinion of the board, the said compliance certificate/report is self explanatory and does not call for any further clarification.

10. AUDITORS: The Company's Auditors, M/s. Haribhakti & Co., Chartered Accountants, Mumbai, retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The board of directors recommends their re-appointment. The Company has received the confirmation along with certification from the Auditors that their appointment will be within the limits prescribed u/sec.224 (1B) of the Companies Act, 1956, if appointed.

11. DISCLOSURE OF SIGNIFICANCE: Adequate disclosure with regard to the contingent liabilities not provided for, has been made in the form of notes to accounts in Schedule 'H' appearing elsewhere and forming part of the audited financial statements for the period under review.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, ETC.: Data with regard to conservation of energy, technical absorption etc. required under section 217 (1) (e) of the Companies Act, 1956, has not been furnished with this report as the plant continues to remain closed since 01-12-1995.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

I) The Company has not earned any foreign exchange during the year under review as there have been no exports.

II) Total foreign exchange used- NIL

13. PARTICULARS OF EMPLOYEES: Since none of its employees have been in receipt of remuneration in the aggregate of Rs. 2,00,000/- p.m. or above during the year under review, the information as required under the provisions of Section 217 (2A), read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, respectively, has not been furnished by the Company.

On behalf of the Board of Directors

P.K.R.K. Menon Director

Prithviraj S. Parikh Director

Place: Mumbai Date : August 13, 2012

---

Mar 31, 2011

Dear Members,

1. The Directors have pleasure in presenting this 37th Annual Report of Western Ministil Limited together with the Audited Financial Statements of the Company for the year ended 31-03-2011 along with the Auditors' Report thereon.

2. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars Year ended Year ended 31-03-2011 31-03-2010

Sales fit Other Income - -

Administrative & other expenses 5.23 4.34

Net Profit/ (Loss) (5.23) (4.34)

Balance in Profit & Loss A/c brought forward (973.83) (969.49)

Balance carried to Balance Sheet (979.06) (973.83)

3. DIVIDEND:

In view of the huge amount of carried forward loss of Rs.979.06 Lacs as at 31-03-2011, the Board of Directors regret their inability to propose any dividend for the year under review.

4. OPERATIONS: The Company has not carried out any operations as the restructuring of the Company has to be undertaken before any plans for diversification of business can be contemplated. As of now, the activities continue to remain at a standstill.

5. FINANCE: No deposits from public have been accepted during the year under review.

Unsecured loans amounting to Rs.494.24 Lacs (Previous year Rs.489.80 Lacs) represents money due to its director and associate companies, which liability the Company has been unable to discharge as the inflow of funds has virtually dried out since long.

6. INDUSTRIAL RELATIONS: The Company has no employees and the affairs of management are conducted by the board of directors who have been authorised to this effect.

7. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Rajendra R. Chaturvedi retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

8. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed and that there are no 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 loss sustained by 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts for the financial year ended 31st March 2011 with necessary changes having regard to the fact that the Company could no longer be considered as a going concern and that the efforts made for exploring/ restructuring its activities into some related lines of business have not yielded satisfactory results so far.

9. COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001: The Secretarial Compliance Certificate in respect of the year 2010-11 covering the various compliances made by the company for the year under review, issued by M/s. Ashish Bhatt & Associates, Company Secretaries in a Whole-Time Practice, Thane, (pursuant to the proviso under section 383 (a)(i) of the Companies Act, 1956), is attached to this report.

In the opinion of the board, the said compliance certificate/ report is self explanatory and does not call for any further clarification.

10. AUDITORS: The Company's Auditors, M/s. Haribhakti a Co., Chartered Accountants, Mumbai, retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The board of directors recommends their re-appointment. The Company has received the confirmation along with certification from the Auditors that their appointment will be within the limits prescribed u/sec.224 (1B) of the Companies Act, 1956, if appointed.

11. DISCLOSURE OF SIGNIFICANCE: Adequate disclosure with regard to the contingent liabilities not provided for, has been made in the form of notes to accounts in Schedule 'H' appearing elsewhere and forming part of the audited financial statements for the period under review.

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

Data with regard to conservation of energy, technical absorption, etc. required under section 217 (1) (e) of the Companies Act, 1956, has not been furnished with this report as the plant continues to remain closed since 01-12-1995.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

I) The Company has not earned any foreign exchange during the year under review as there have been no exports.

II) Total foreign exchange used- NIL

13. PARTICULARS OF EMPLOYEES: Since none of its employees have been in receipt of remuneration in the aggregate of Rs.2,00,000/- p.m. or above during the year under review, the information as required under the provisions of Section 217 (2A), read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, respectively, has not been furnished by the Company.

On behalf of the Board of Directors

sd/- sd/- Prithviraj S. Parikh Rajendra R. Chaturvedi Director Director

Place : Mumbai Date : 12th August 2011

---

Mar 31, 2010

1. The Directors have pleasure in presenting this 36th Annual Report of Western Ministil Limited together with the Audited Financial Statements of the Company for the year ended 31-03-2010 along with the Auditors Report thereon.

2. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars Year ended Year ended

31-03-2010 31-03-2009

Sales 6 Other Income

Administrative & other expenses 4.34 4.05

Net Profit/ (Loss) (4.34) (4.05)

Balance in Profit & Loss A/c

brought forward (969.49) (965.44)

Balance carried to Balance Sheet (973.83) (969.49)

3. DIVIDEND : In view of the huge amount of carried forward loss of Rs.973.83 Lacs as at 31-03-2010, the Board of Directors regrets their inability to propose any dividend for the year under review.

4. OPERATIONS : The Company has not carried out any operations as the restructuring of the Company has to be undertaken before any plans for diversification of business can be contemplated. As of now, the activities continue to remain at a standstill.

5. FINANCE : No deposits from public have been accepted during the year under review.

Unsecured loans amounting to Rs.489.80 Lacs (Previous year Rs.486.04 Lacs) represents money due to associate Companies, which liability the Company has been unable to discharge as the inflow of funds has virtually dried out since long.

6. INDUSTRIAL RELATIONS : The Company has no employees and the affairs of management are conducted by the board of directors who have been authorised to this effect.

7. DIRECTORS : In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Prithviraj S. Parikh retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

8. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed and that there are no 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 loss sustained by 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the directors have prepared the annual accounts for the financial year ended 31st March 2010 with necessary changes having regard to the fact that the Company could no longer be considered as a going concern and that the efforts made for exploring/restructuring its activities into some related lines of business have not yielded satisfactory results so far.

9. COMPANIES (COMPLIANCE CERTIFICATE) RULES, 2001: The Secretarial Compliance Certificate in respect of the year 2009-10 covering the various compliances by the company, issued by M/s. Ashish Bhatt 6 Associates, Company Secretaries in a Whole-Time Practice, Thane (pursuant to the proviso under section 383 (a)(i) of the Companies Act, 1956) is attached to this report.

In the opinion of the board, the said compliance certificate/ report is self explanatory and does not call for any further clarification.

10. AUDITORS : The Companys Auditors, M/s. Haribhakti & Co., Chartered Accountants, Mumbai, retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The board of directors recommends their re-appointment. The Company has received the confirmation along with certification from the Auditors that their appointment will be within the limits prescribed u/sec.224 (1B) of the Companies Act, 1956.

11. DISCLOSURE OF SIGNIFICANCE : Adequate disclosure with regard to the contingent liabilities not provided for has been made in the form of notes in Schedule H appearing elsewhere and forming part of the audited financial statements for the period under review.

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

Data with regard to conservation of energy, technical absorption etc. required under section 217 (1) (e) of the Companies Act, 1956, has not been furnished with this report as the plant continues to remain closed since 01-12-1995.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

I) The Company has not earned any foreign exchange during the year under review as there have been no exports.

II) Total foreign exchange used- NIL

13. PARTICULARS OF EMPLOYEES : Since none of its employees have been in receipt

of remuneration in the aggregate of Rs.2,00,000/- p.m. or above during the year under review, the information as required under the provisions of Section 217 (2A), read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, respectively, has not been furnished by the Company.



On behalf of the Board of Directors

P.K.R.K. Menon Prithviraj S. Parikh

Director Director

Place : Mumbai

Date : 29th July 2010