Kotia Enterprises Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the 45^th (Forty Fifth) Annual Report together with
Audited Financial Statement of your Company for the year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS (STANDALONE)

The Company''s financial performances for the year under review along with previous year''s
figure are given hereunder:

in ''00'')

Particulars	For the year ended on	For the year ended
	31st March 2025	on 31st March 2024
Income from Operations	42,432.46	42,706.90
Other Income	46,287.89	43,054.27
Total Income	88,720.35	85,761.17
Total Expenditure''	93,802.11	86,896.89
Profit/(loss) before tax	(5081.76)	(1,135.73)
Less: Provision for Taxation
(i) Current Year	-	-
(ii) Earlier Year Adjustment	-	27.61
(iii) Deferred Tax	(145.08)	304.67
Profit/(Loss) After Tax	(4,936.68)	(1468.01)

REVIEW OF BUSINESSS OPERATIONS
Construction and Civil Works

The Company is operating in construction and civil works traditionally and also in trading
activities. The Company always leads in providing construction and civil work solutions in the
Indian market. Moreover, the Company is hoping to achieve more growth in the upcoming
financial years.

DIVIDEND AND RESERVES

Considering the current market scenario and th e loss incurred by the Company, your Directors
do not recommend any dividend and have not transferred any amount to Reserve for the
financial year ended 31^st March, 2025.

CHANGES IN NATURE OF BUSINESS IF ANY

The company carrying the same business as it is carrying out in the preceding financial years.
CAPITAL STRUCTURE

During the year under review, there has been no change in the capital structure of the
company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relates and
the date of the approval of the Directors Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received from its Independent Directors the necessary declaration that they
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

During the financial year 2024-25, 6 meetings of the Board of Directors of the Company were
held on the following dates:

01^st May 2024, 30^th May 2024, 03^rd August 2024, 31^st August 2024, 12^th November 2024 and
12^th February, 2025.

The gap between two consecutive Board Meetings did not exceed 120 days.

Number of meetings attended by the Board of Directors:

S. No.	Name of Director	No. of Meetings Attended
1	Manoj Kumar Bansal	6
2	Paaven Bansal	3
3	Achal Kapoor	6
4	Anupma Kashyap	1
5	Vikas Bansal	6
6	Preeti	5

COMMITTEE OF THE BOARD AND MEETINGS

The Board of Directors of the Company has constituted the following committees.

AUDIT COMMITTEE

The terms of reference of the Audit Committee is as specified in Section 177 of the Companies
Act, 2013. During the financial year 2024-2025, 5 meetings of the Audit Committee were held
on the following dates:

30^th May, 2024, 03^rd August 2024, 31^st August 2024, 12^th November 2024 and 12^th February
2025.

The composition and number of meetings attended by the members of the Audit Committee is
as follows:

Name of Director	Category	Position	No. of Meetings Attended
Ms. Preeti	Independent Director	Chairman	5
Mr. Achal Kapoor	Independent Director	Member	5
Mr. Manoj Kumar Bansal	Managing Director	Member	5

NOMINATION AND REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration Committee is as specified in
Section 178 of the Companies Act, 2013. During the financial year 2024-2025, 1 meeting of the
Nomination and Remuneration Committee was held on 28.08.2024.

The composition and number of meetings attended by the members of the Nomination and
Remuneration Committee is as follows:

Name of Director	Position	Category	No. of Meetings Attended
Mr. Achal Kapoor	Independent Director	Chairman	1
Ms. Preeti	Independent Director	Member	1
Mr. Vikas Bansal	Non- Executive Director	Member	1

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company has been formulated in accordance
with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company
has been formulated by the Nomination and Remuneration Committee and has been approved
by the Board of Directors of the Company. This policy specifies the criteria for the payment of
equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management
and other employees of the Company.

The Nomination and Remuneration Policy of the Company has been disclosed on the website of
Company and the web link thereto is https://www.kotiaenterprises.com/policies.php

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee is as specified in Section
178 of the Companies Act, 2013. During the financial year 2024-2025, 1 meetings of the
Stakeholders Relationship Committee were held on 31.08.2024.

The composition and number of meetings attended by the members of Stakeholders''
Relationship Committee is as follows:

Name of Director	Category	Position	No. of Meetings Attended
Mr. Vikas Bansal	Non- Executive Director	Chairman	1
Mr. Achal Kapoor	Independent Director	Member	1
Mr. Manoj Kumar Bansal	Managing Director	Member	1

CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the
Company.

LISTING OF SHARES

The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been paid up
to date. The shares of the Company have not been suspended from trading at any time during
the year by the concerned stock exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors
would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025,
the applicable accounting standards had been followed;

b) they had selected such accounting poli cies 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 that period;

c) they had 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 had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to the financial
statements. During the financial year ended March 31, 2025, such controls were tested and no
reportable material weakness was identified.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are well developed and are adequate to ensure
efficiency in operations, compliance with applicable statutes, policies as well as procedures and
reliability and integrity of financial and operational information. The Company has constituted
an Audit Committee for the guidance and proper control of the affairs of the Company.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

DEPOSIT

During the Financial Year 2024-2025, your company has not invited or accepted any deposits
from the public and as such, no amount on account of principal or interest on public was
outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 31, 2025, the Company has neither given any loan or
guarantee nor provided any security or made any investment under Section 186 of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended March 31,
2025 were on an arm''s length basis and were in the ordinary course of business. Further, there
were no materially significant related party transactions made by the Company with Promoters,
Key Managerial Personnel or other designated persons which may have potential conflict with
the interest of the Company at large.

The details are given in Annexure "I" in Form AOC-2 forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013
and hence the said provisions are not applicable to the Company.

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

A. Conservation of Energy

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,
use of natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.

B. Technology Absorption

Company did not absorb any new Technology during the financial year.

C. Foreign Exchange and Outgo:

There was no foreign exchange inflow or Outflow during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the courts/regulators or tribunals impacting
the going concern status and company''s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and 92 of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as on 31st March, 2025 is uploaded on the website of the company i.e.
www.kotiaenterprises.com

The link for annual return as follows: http://www.kotiaenterprises.com/notice-for-
shareholders.php

HUMAN RESOURCE

The Company treats its "Human Resource" as one of its most important assets and has taken
continuous efforts to set up and maintain an efficient work force.

AUDITORS

a) Statutory Auditor

M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been appointed as
Statutory Auditors of the Company for a consecutive term of five years from the conclusion of
41^st Annual General Meeting ("AGM") of the company held on 22^nd September, 2021 till the
conclusion of the AGM of the Company to be held in the year 2026. They have confirmed their
eligibility for the FY 2025-2026 under section 141 of the Companies Act, 2013 and the rules
framed thereunder.

Further, the Auditors have given an unqualified opinion on the financial of the Company for the
financial year ended 31^st March, 2025; therefore, response of the Board of Directors is not
required.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Amit H.V. & Associates, Practicing Company Secretary (C.P. No. 21725) as
Secretarial Auditor for the financial year 2024-2025, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer. The Secretarial Audit Report in the Form MR-3 has been enclosed
with this Report as "Annexure - II".

c) Internal Auditor

The Company had appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors of the
Company for the financial year 2024-25, to undertake the internal Audit of the Company.

EXPLANATION IN RESPONSE TO AUDITORS'' QUALIFICATIONS

The Statutory Auditors have not made any qualification, reservation, adverse remark or
disclaimer in their Report.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to the Board
of Directors during the financial year ended March 31, 2025.

MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees has always
assumed the highest importance in your company. The management is committed to ensure
zero harm to its employees and to all persons within the Company premises. Safety and
occupational health responsibilities are integral to the Company''s business processes, as spelt
out in the Company''s Safety, Health and Environment Policies and Procedure.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND
RESIGNED DURING THE PERIOD

At the end of the financial year 2024-25, following below persons comes under the Board of
Directors of the Company:

S. No.	Name	Designation
1	Manoj Kumar Bansal	Managing Director and CFO
2	Paaven Bansal1	Non- Executive Director
3	Anupma Kashyap1	Independent Director
4	Achal Kapoor	Independent Director
5	Preeti	Independent Director
6	Vikas Bansal	Non-Executive Director

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014-RULE 11 OF THE COMPANIES
ACT 2013

The Company has used accounting software for maintaining its book and accounts for the
financial year ended 31^st March 2025 which has a feature of recording audit trail (edit log)
facility and same has operated throughout the year for all relevant transactions recorded in the
software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable from April 1 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation
of audit trail of per the statutory requirements for record retention is not applicable for the
financial year ended 31^st March 2024.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible individual
for ensuring compliance with statutory obligations.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its
employees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint
regarding sexual harassment during the financial year ended March 31, 2025.

The Company has not received any complaints of workplace complaints, including complaints
on sexual harassment during the year under review.

The following is a summary of complaints received and resolved during the reporting period:

S No.	Nature of Complaints	Received	Disposed off	Pending
1	Sexual Harassment	0	0	0
2	Workplace Discrimination	0	0	0
3	Child Labour	0	0	0
4	Forced Labour	0	0	0
5	Wages and Salary	0	0	0
6	Other HR Issues	0	0	0

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism / Whistle
Blower Policy for directors and employees of the Company to report their genuine concerns or
grievances. The vigil mechanism provides for adequate safeguards against victimization of
directors, employees or any other person who avails the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
The Company hereby affirms that no personnel have been denied access to the Chairman of the
Audit Committee and that no complaints were received during the financial year.

DISCLOSURE REQUIRMENT

The Company has complied with all the mandatory SEBI Listing Regulations. Secretarial Audit
Report is enclosed as Annexure "II", Management Discussion and Analysis Report is enclosed as
Annexure "III" and Auditor''s Report and Balance Sheet is enclosed as Annexure "IV" to this
report.

DISCLOSURE ON CORPORATE GOVERNANCE

The provisions relating to Corporate Governance as stipulated under Regulation 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") became applicable to the Company with effect from March 2025. In terms of the
SEBI Listing Regulations, the Company is entitled to a period of six months from the date of
applicability to ensure compliance with the requirements of Corporate Governance.

The Company has already initiated the necessary steps and has put in place the practices and
procedures broadly in line with the Corporate Governance framework. The requisite disclosures
and reports as prescribed under the SEBI Listing Regulations shall be filed within the prescribed
timeline.

A certificate from a Practicing Company Secretary confirming compliance with the conditions of
Corporate Governance will form part of the Annual Report, in accordance with the provisions of
the SEBI Listing Regulations.

EVALUATION BY THE BOARD

Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the Board has made a formal annual evaluation of its own performance and that of its
individual directors and committees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:

a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year: Not Applicable, as no remuneration
was paid to any Director during the financial year under review.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: Not
Applicable as the Company has not paid any remuneration to Directors during the
financial year under review. Further, there is no increase in the remuneration of CFO
and Company Secretary and Compliance officer of the Company during the year.

c) The percentage increase in the median remuneration of employees in the financial
year: Not Applicable

d) The number of permanent employees on the rolls of company: 5

e) Average percentiles increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Nil

f) the key parameters for any variable component of remuneration availed by the
directors: Nil

g) Affirmation that the remuneration is as per the remuneration policy of the company: It
is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the dedication, commitment and
contribution of all stakeholders and employees of your Company.

For and on behalf of the Board
Kotia Enterprises Limited

Sd/- Sd/-

Place: New Delhi Anil Gupta Vikas Bansal

Date: 25.08.2025 Managing Director Director

DIN: 00468470 DIN: 07094135

RR

1

During the financial year 2024-25, the Company has appointed Ms. Preeti as Independent
Director of Company with effect from 01^st May, 2024. Mr. Paaven Bansal and Ms. Anupma
Kashyap (Independent Director) resigned on 31^st August, 2024 and 30^th April, 2024 respectively.
During the financial year 2024-25, the Company has appointed Mr. Ankit Bhatnagar as
Company Secretary of Company with effect from 31^st August, 2024, Ms. Nupur Jain resigned as
Company Secretary of Company with effect from 15^th July, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations, Management Discussion & Analysis Report
as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the financial year
ended March 31, 2025.

---

Mar 31, 2024

Your Directors have pleasure in presenting the 44^th Annual Report together with Audited
Financial Statement of your Company for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS (STANDALONE)

The Company''s financial performances for the year under review along with previous year''s
figure are given hereunder:

in ''00'')

Particulars	For the year ended on	For the year ended
	31st March 2024	on 31st March 2023
Income from Operations	42,706.90	-
Other Income	43,054.27	50,942.22
Total Income	85,761.17	50,942.22
Total Expenditure''	86,896.89	75,344.65
Profit/(loss) before tax	(1,135.73)	(24,402.43)
Less: Provision for Taxation
(i) Current Year	-	-
(ii) Earlier Year Adjustment	27.61	-
(iii) Deferred Tax	304.67	(154.83)
Profit/(Loss) After Tax	(1468.01)	(24,247.60)

REVIEW OF BUSINESSS OPERATIONS
Construction and Civil Works

The Company is operating in construction and civil works traditionally and also in trading
activities. The Company always leads in providing construction and civil work solutions in the
Indian market. Moreover, the Company is hoping to achieve more growth in the upcoming
financial years.

DIVIDEND AND RESERVES

Considering the current market scenario of the Company, your Directors do not recommend
any dividend and have not transferred any amount to Reserve for the financial year ended 31^st
March, 2024.

CHANGES IN NATURE OF BUSINESS IF ANY

The company carrying the same business as it is carrying out in the preceding financial years.
CAPITAL STRUCTURE

During the year under review, there has been no change in the capital structure of the
company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year to which the financial statements relates and
the date of the approval of the Directors Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received from its Independent Directors the necessary declaration that they
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

During the financial year 2023-24, 6 meetings of the Board of Directors of the Company were
held on the following dates:

30^th May 2023, 08^th August 2023, 28^th August 2023, 10^th November 2023, 18^th December 2023
and 12^th February, 2024.

The gap between two consecutive Board Meetings did not exceed 120 days.

Number of meetings attended by the Board of Directors:

S. No.	Name of Director	No. of Meetings Attended
1	Manoj Kumar Bansal	6
2	Paaven Bansal	6
3	Achal Kapoor	6
4	Shobha Rustagi	5
5	Vikas Bansal	6
6	Anupma Kashyap	6

COMMITTEE OF THE BOARD AND MEETINGS

The Board of Directors of the Company has constituted the following committees.

AUDIT COMMITTEE

The terms of reference of the Audit Committee is as specified in Section 177 of the Companies
Act, 2013. During the financial year 2023-2024, 5 meetings of the Audit Committee were held
on the following dates:

30^th May, 2023, 08^th August 2023, 28^th August 2023, 10^th November 2023 and 12^th February,
2024.

The composition and number of meetings attended by the members of the Audit Committee is
as follows:

Name of Director	Category	Position	No. of Meetings Attended
Ms. Anupma Kashyap	Independent Director	Chairman	5
Mr. Achal Kapoor	Independent Director	Member	5
Mr. Manoj Kumar Bansal	Managing Director	Member	5

NOMINATION AND REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration Committee is as specified in
Section 178 of the Companies Act, 2013. During the financial year 2023-2024, 1 meeting of the
Nomination and Remuneration Committee was held on 28.08.2023.

The composition and number of meetings attended by the members of the Nomination and
Remuneration Committee is as follows:

Name of Director	Position	Category	No. of Meetings Attended
Ms. Achal Kapoor	Independent Director	Chairman	1
Mr. Anupma Kashyap	Independent Director	Member	1
Mr. Paaven Bansal	Non- Executive Director	Member	1

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company has been formulated in accordance
with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company
has been formulated by the Nomination and Remuneration Committee and has been approved
by the Board of Directors of the Company. This policy specifies the criteria for the payment of
equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management
and other employees of the Company.

The Nomination and Remuneration Policy of the Company has been disclosed on the website of
Company and the web link thereto is https://www.kotiaenterprises.com/policies.php

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The terms of reference of the Stakeholders Relationship Committee is as specified in Section
178 of the Companies Act, 2013. During the financial year 2023-2024, 1 meetings of the
Stakeholders Relationship Committee were held on 30.08.2023.

The composition and number of meetings attended by the members of Stakeholders''
Relationship Committee is as follows:

Name of Director	Category	Position	No. of Meetings Attended
Mr. Vikas Bansal	Non- Executive Director	Chairman	1
Mr. Achal Kapoor	Independent Director	Member	1
Mr. Manoj Kumar Bansal	Managing Director	Member	1

CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the
Company.

LISTING OF SHARES

The shares of the Company are listed in BSE and MSEI. Applicable listing fees have been paid up
to date. The shares of the Company have not been suspended from trading at any time during
the year by the concerned stock exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors
would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024,
the applicable accounting standards had been followed;

b) they had 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 that period;

c) they had 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 had prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to the financial
statements. During the financial year ended March 31, 2024, such controls were tested and no
reportable material weakness was identified.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are well developed and are adequate to ensure
efficiency in operations, compliance with applicable statutes, policies as well as procedures and
reliability and integrity of financial and operational information. The Company has constituted
an Audit Committee for the guidance and proper control of the affairs of the Company.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

DEPOSIT

During the Financial Year 2023-2024, your company has not invited or accepted any deposits
from the public and as such, no amount on account of principal or interest on public was
outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 31, 2024, the Company has neither given any loan or
guarantee nor provided any security or made any investment under Section 186 of the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended March 31,
2024 were on an arm''s length basis and were in the ordinary course of business. Further, there
were no materially significant related party transactions made by the Company with Promoters,
Key Managerial Personnel or other designated persons which may have potential conflict with
the interest of the Company at large.

The details are given in Annexure "I" in Form AOC-2 forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013
and hence the said provisions are not applicable to the Company.

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

A. Conservation of Energy

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of
your Company, special emphasis is placed on installation of energy-efficient lighting devices,
use of natural light as best as possible, and adoption of effective procedures for conservation of
electricity, water, paper and other materials that consume natural resources.

B. Technology Absorption

Company did not absorb any new Technology during the financial year.

C. Foreign Exchange and Outgo:

There was no foreign exchange inflow or Outflow during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the courts/regulators or tribunals impacting
the going concern status and company''s operations in future.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and 92 of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as on 31st March, 2024 is uploaded on the website of the company i.e.
www.kotiaenterprises.com

The link for annual return as follows: http://www.kotiaenterprises.com/notice-for-
shareholders.php

HUMAN RESOURCE

The Company treats its "Human Resource" as one of its most important assets and has taken
continuous efforts to set up and maintain an efficient work force.

AUDITORS

a) Statutory Auditor

M/s Ajay Rattan & Co., Chartered Accountants (FRN: 012063N) have been appointed as
Statutory Auditors of the Company for a consecutive term of five years from the conclusion of
41^st Annual General Meeting ("AGM") of the company held on 22^nd September, 2021 till the
conclusion of the AGM of the Company to be held in the year 2026. They have confirmed their
eligibility for the FY 2023-2024 under section 141 of the Companies Act, 2013 and the rules
framed thereunder.

Further, the Auditors have given an unqualified opinion on the financial of the Company for the
financial year ended 31st March, 2024; therefore, response of the Board of Directors is not
required.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Amit H.V. & Associates, Practicing Company Secretary (C.P. No. 21725) as
Secretarial Auditor for the financial year 2023-2024, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark or disclaimer. The Secretarial Audit Report in the Form MR-3 has been enclosed
with this Report as "Annexure - II".

c) Internal Auditor

The Company had appointed M/s ASPA & Co., Chartered Accountant as Internal Auditors of the
Company for the financial year 2023-24, to undertake the internal Audit of the Company.

EXPLANATION IN RESPONSE TO AUDITORS'' QUALIFICATIONS

The Statutory Auditors have not made any qualification, reservation, adverse remark or
disclaimer in their Report.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to the Board
of Directors during the financial year ended March 31, 2024.

MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees has always
assumed the highest importance in your company. The management is committed to ensure
zero harm to its employees and to all persons within the Company premises. Safety and
occupational health responsibilities are integral to the Company''s business processes, as spelt
out in the Company''s Safety, Health and Environment Policies and Procedure.

THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED AND
RESIGNED DURING THE PERIOD

At the end of the financial year 2023-24, following below persons comes under the Board of
Directors of the Company:

S. No.	Name	Designation
1	Manoj Kumar Bansal	Managing Director and CFO
2	Paaven Bansal	Non- Executive Director
3	Anupma Kashyap1	Independent Director
4	Achal Kapoor	Independent Director
5	Shobha Rustagi1	Independent Director
6	Vikas Bansal	Non-Executive Director

During the financial year 2023-24, the Company has appointed Mr. Kush Mishra as Company
Secretary of Company with effect from 28^th August, 2023, Ms. Neelan Rani resigned as
Company Secretary of Company with effect from 14^th August, 2023, and then Mr. Kush Mishra
resigned as Company Secretary of Company with effect from 19^th November, 2023. Later on the
Company has appointed Ms. Nupur Jain as Company Secretary of Company with effect from
12^th February, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations, Management Discussion & Analysis Report
as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the financial year
ended March 31, 2024.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its
employees. The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint
regarding sexual harassment during the financial year ended March 31, 2024.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a Vigil Mechanism / Whistle
Blower Policy for directors and employees of the Company to report their genuine concerns or
grievances. The vigil mechanism provides for adequate safeguards against victimization of
directors, employees or any other person who avails the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
The Company hereby affirms that no personnel have been denied access to the Chairman of the
Audit Committee and that no complaints were received during the financial year.

DISCLOSURE REQUIRMENT

The Company has complied with all the mandatory SEBI Listing Regulations. Secretarial Audit
Report is enclosed as Annexure "II", Management Discussion and Analysis Report is enclosed as
Annexure "III" and Auditor''s Report and Balance Sheet is enclosed as Annexure "IV" to this
report

EVALUATION BY THE BOARD

Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the Board has made a formal annual evaluation of its own performance and that of its
individual directors and committees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:

a) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year: Not Applicable, as no remuneration
was paid to any Director during the financial year under review.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: Not
Applicable as the Company has not paid any remuneration to Directors during the
financial year under review. Further, there is no increase in the remuneration of CFO
and Company Secretary and Compliance officer of the Company during the year.

c) The percentage increase in the median remuneration of employees in the financial
year: Not Applicable

d) The number of permanent employees on the rolls of company: 5

e) Average percentiles increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Nil

f) the key parameters for any variable component of remuneration availed by the
directors: Nil

g) Affirmation that the remuneration is as per the remuneration policy of the company: It
is hereby affirmed that the remuneration paid during the year is as per the
Remuneration Policy of the Company.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the dedication, commitment and
contribution of all stakeholders and employees of your Company.

For and on behalf of the Board
Kotia Enterprises Limited

Sd/- Sd/-

Place: New Delhi Manoj Kumar Bansal Paaven Bansal

Date: 31.08.2024 Managing Director Director

DIN: 00272806 DIN: 08098647

1

During the financial year 2023-24, the Company has appointed Ms. Anupma Kashyap as
Independent Director of Company with effect from 12^th February, 2024. Ms. Shobha Rustagi
resigned on 24^th January, 2024.

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board’s Report shall be prepared based on the stand alone financial statements of the company.

Particulars	Financial Year ended (in Rupees)
	31st March, 2016	31st March, 2015
Total Income	20,16,20,510	11,12,50,007
Total Expenditure	20,77,46,195	10,71,60,923
Profit/ (Loss) before tax	(12,33,217)	40,89,084
Profit/ (Loss) after tax	(8,52,153)	33,30,628
Paid-up Share Capital	7,02,05,000	7,02,05,000
Reserves and Surplus	(93,57,639)	(82,05,489)

Operations

The total Income of the Company during the year under review was Rs. 2016.21 Lacs against Rs. 1112.50 Lacs in the previous year. There was increase in the Income from the last financial year. The Company made a loss after tax of Rs. 8.52 Lacs as against profit of 33.31 Lacs in the previous year. Your Directors are putting in their Best efforts to improve the performance of the Company.

The Basic and Diluted earnings per share (EPS) computed in accordance with the Accounting Standard-20 issued by the Institute of Chartered Accountant of India was (0.12) Per share respectively as against 0.47 per share (basic and diluted) for the previous Year.

Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future. The company is doing reasonable growth and development.

2. Dividend

There was no dividend declared and paid last year by the Company.

3. Share Capital

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

4. Directors and Key Managerial Personnel

In accordance with the provision of Section 152 of the Companies Act 2013 and the company Articles of Association, Ms. Khusbhoo Agarwal, Director, retires by rotation and being eligible, offer herself for reappointment at the ensuing Annual General Meeting. Necessary resolution seeking the approval of the shareholder for the reappointment of Ms. Khushboo Agarwal forms parts of the notice convening the Annual general Meeting.

5. Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

6. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. Declaration by an Independent Director(s) and re- appointment

The Company has complied with the provisions of section 149 of Companies Act, 2013

8. Remuneration Policy

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is applicable to the Company and hence the Company has devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

9. Auditors:

The Auditors, M/s V.N. Purohit & Co., Chartered Accountants, re-appoint by ratification at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for next AGM for a period of 2016-2017 from the conclusion of this Annual General Meeting [AGM] till the conclusion of 39^th AGM.

10. Auditors’ Report

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

11. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

12. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Amit Kumar Prop. of M/s Kumar A & Associates, a Company Secretary in practice to undertake the Secretarial Audit of the Company

13. Internal Audit & Controls

The Company appointed Internal Auditor and during the year, the Company continued to implement their suggestions and recommendations for improvements. Their scope of work includes review of operational efficiency, effectiveness of system and processes.

14. Risk management policy

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting .Risk Management Policy is a part of this Annual Report as ANNEXURE I.

15. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II .

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

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

17. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

18. Particulars of loans, guarantees or investments under section 186

The Company has not made any Loans, given Guarantees in relation to loan or made any investment under section 186 of Companies Act, 2013.

19. Particulars of contracts or arrangements with related parties: Not Applicable

20. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2016. The financial statement have been prepared in Compliance with the requirements of the Companies Act, 2013 guidelines issued by Securities and Exchange Board of India (SEBI) and Generally Accepted Accounting Principles(GAAP) in India. Our Management accepts the responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and Judgment’s used therein. The estimates and Judgment’s relating to the financial statements have been made on prudent and reasonable basis, so that the financial statement reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs , Profits and cash flows for the year.

21. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

22. Vigil Mechanism :

The Board of Directors have established Vigil Mechanism which provides for a formal mechanism to all Directors and employees of the Company to approach the Management of the Company and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

Foreign exchange earnings and Outgo

There was no foreign exchange inflow or Outflow during the year under review.

24. Human Resources

Company treats its “human resources” as one of its most important assets.

Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.

25. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Transfer of Amounts to Investor Education and Protection Fund

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. Corporate Governance

Clause 49 of the listing agreement in relation to Corporate Governance is applicable to the Company and the Company is complying with the provisions of Clause 49 of the Listing Agreement.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Sd/- Sd/-

PLACE: DELHI Director Director

DATE: 05/09/2016 Khusbhoo Agarwal Ankit Agarwal

DIN - 06792261 DIN - 05254327

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presen tings their 35th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. Financial summary or highlights/Perfonnam:e of the Company (Standalone)

T re Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars Financial Year ended

(in Rupees)

31st March, 2015 31st March, 2014

Total Income 11,12,50,007 131,45,639

Total Expenditure 10,71,60,923 22,88,370

Profit/(Loss) before tax 40,89,084 1,08,37,269

Profit/(Loss) after tax 33,30,628 1,08,19,105

Paid-up Share Capital 7,02,05,000 3,30,05,000

Reserves and Surplus (85,05,489) (1,17,53,359)

Operations

The total income of the Company during the year under review was Rs. 1112.50 Lacs against Rs.131.45 Lacs in the previous year. There was increase in the Income from the last financial year. The Company made a profit after tax of Rs. 33.30 Lacs as against profit of 108.19 Lacs in the previous year. Your Directors are putting in their Best efforts to improve the performance of the Company.

The Basic and Diluted earning per share (EPS) computed in accordance with the Accounting Standard-20 issued by the Institute of Chartered Accountant of India was 0.47 Per share respectively as against 3.28 per share (basic and diluted) for the previous Year

Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

No significant and material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development.

2. Dividend

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

3. Share Capital

A. BUY BACK OF SECURITIES

The Company has not bought hack any of its securities during the year under review,

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

4. Directors and Key Managerial Personnel

In accordance with the provision of Section 152 of the Companies Act 2013 and the company Articles of Association, Mr. And kumar Dhand, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuring Annual General Meeting. Necessary resolution seeking the approval of the shareholder for the reappointment of Mr. Anil Kumar Dhand forms parts of the notice convening the Annual general Meeting.

5. Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year, There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

6. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

7. Declaration by an Independent Di rector(s) and re- appointment

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

8. Remuneration Policy

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

9. AUDITORS:

The Auditors. M/s V.N. Purohit & Co,„ Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for next ACM for a period of 2015- 2016 from the conclusion of this Annual General Meeting [AGM] till the conclusion of next ACM.

10. AUDITORS' REPORT

The Auditors' Report does not contain any qualification Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

11. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

12.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Secretarial audit is applicable to company.

13. Internal Audit & Controls

Internal auditor provisions are applicable to company.

14. Risk management policy

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.Risk Management Policy ia a part of this Annual Report as ANNEXURE II

15. EXTRACT 0F ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

16. Material changes and commitments, if any, affecting the financial Position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

17. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

18. Particulars of loans, guarantees or investments under action 186

Details of Loans:

SL. No Date of Details of Amount Purpose Time making Borrower for which period loan the loan is for to be which utilized by it is the given recipient

SL. No Date Date of Rate of Securit of BR SR (if Interes y reqd) t

Details of Investments:-

Sl. Date of Details of Amount Purpose for which the No investm Investee proceeds from ent investment is proposed to be utiliized by the recipient

Sl. Date of BR Date of Expected No SR (if rate of reqd) return

Details of Guarantee / Security Provided:

Sl. Date of Details Amoun Purpose for No providing of t which the security/guar recipie security/guara antee nt ntee is proposed to be utilized by the recipient

Sl. Date of Date of Commissio No BR SR (if n any)

19. Particulars of contracts or arrangements with related parties: Not Applicable

21 -OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION. PROHIBITION AND REPRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

2 2. Vigil Mechanism :

The Board of Directors have established Vigil Mechanism which provides for a formal mechanism to all Directors and employees of the Company to approach the Management of the Company and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Company has limited scope for undertaking energy conservation exercises, but nevertheless Continues to empitasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

Foreign Exchange earnings and Outgo

There was no foreign exchange inflow or Outflow during the year under review.

24. Human Resource

Company treats its "human resources" as one of its most important assets.

Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Company thrust is on the promotion of talent internally through job rotation and job enlargement.

2 5.Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section [3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis: and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Transfer of Amounts to Investor Education and Pritection Fund

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. Corporate Governance

Clause 49 of the listing agreement in relation to Corporate Governance is applicable to the Company and the Company is complying with the provisions of Clause 49 of the Listing Agreement.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Sd/- Sd/- PLACE: DELHI Director Director DATE: 02/09/2015 Asha Nand Sharma Anil Kumar Dhand Din No. 06878273 Din No. 06878247

---

Mar 31, 2014

Dear Members,

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

Financial Highlights

Particulars Financial Year ended

(in Rupees)

31st March, 2014 31st March, 2013

Total Income 131,45,639 9,90,389

Total Expenditure 22,88,370 38,39,702

Profit/ (Loss) before tax 1,08,57,269 (28,49,313)

Profit/ (Loss) aftertax 1,08,19,105 (28,49,313)

Paid-up Share Capital 3,30,05,000 3,29,56,835

Reserves and Surplus (1,17,53,359) (2,25,72,464)

Operations

The total Income of the Company during the year under review was Rs.131.45 Lacs against Rs.9.90 Lacs in the previous year. There was increase in the Income from the last financial year. The Company made a profit after tax of Rs.108.19 Lacs as against Loss of 28.49 Lacs in the previous year. Your Directors are putting In their Best efforts to improve the performance of the Company.

The Basic and Diluted earning per share (EPS) computed in accordance with the Accounting Standard-20 issued by the Institute of Chartered Accountant of India was 3.28 Per share respectively as against -0.86 per share (basic and diluted) for the previous Year.

Segment wise Performance

The company operates in only one segment and therefore, has no separate reportable segment.

Risk and concern

The Company is endeavor to minimize the risk associated with its type of business and is employing competent team of Professionals and Is focused towards implementation of modem shore based management practices.

In order to mitigate Risk the Company has taken various steps to limit the various factors that emanate risks. These factors include:

* Insurance

* Proper credit check of the client portfolio

* Supporting customers, growth and Competitiveness

Board Of Directors

In accordance with the provision of Section 152 of the Companies Act 2013 and the company Articles of Association, Mr. Abhishek Bansal, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuring Annual General Meeting.

Necessary resolution seeking the approval of the shareholder for the reappointment of Mr. Abhishek Bansal forms parts of the notice convening the Annual general Meeting.

Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2014 till the date of this report.

Dividend

Based on the Company's performance, the Directors does not recommend any dividend for the financial year 2013-2014 due to losses in the previous financial years and requirement of more working Capital during the year.

Public Deposits

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish Information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

Auditors

M/s Anil Ram and Associates, Chartered accountant, statutory auditors of the Company retires at the ensuring Annual General and M/s V.N. Purohit & Co., Chartered Accountants, (Firm Registration No. 304040N), be and Is hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 39th (Thirty Ninth) Annual General Meeting (subject to annual ratification by the Members at the Annual General Meeting),.

The Company has received a certificate from the auditors to the effect that their appointment if made, would be in accordance with the provisions of section 141(3) (g) of the Companies Act, 2013

Auditors' Report

The observations of Statutory Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation or clarification.

Human Resource Development and Industrial Relation

Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.

Personnel & Particulars of Employees

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- p.a or Rs. 5,00,000/- p.m. for the part of the year.

Vigil Mechanism

The Board of Directors have established Vigil Mechanism which provides for a formal mechanism to all Directors and employees of the Company to approach the Management of the Company and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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 as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. the Directors 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; and

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

e. the Directors had laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Conservation of Energy, Technoloqy Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption; Since the Company is not engaged In any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company has no immediate plans for export In the near future as well.

c. Foreign Exchange Earnings and Outgo; There was no Foreign Exchange earnings and outgo during the year under review.

Audit Committee

The Audit Committee comprises of three Directors, Mr.Y.I.P Sehgal, Mr. Nishant Sehgal, Mr. Prashant Sehgal, The Audit Committee is constituted in accordance with the Listing Agreement and Section 292A of the Companies Act, 1956. All these Directors possess adequate knowledge of corporate finance, accounts and company law.

Corporate Governance

Clause 49 of the listing agreement in relation to Corporate Governance is applicable to the Company and the Company is complying with the provisions of Clause 49 of the Listing Agreement.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record Its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on Behalf of the Board For International Pumps and Projects Limited

Date: 23/05/2014 Abhishek Barisal Anil Kumar Dhand Place: Delhi Director Director (DIN:01972424) (DIN:06878247)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 33rd Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Particulars 2012-2013 2011-2012

Sales: other income & prior 990,389.66 4,003,956.20 period income

Profit/(Loss) before taxation (2,849,316.61) (4,069,677.74)

Less : Excess Provision of - (37.195.50) Previous Year

Profit/(Loss) after taxation (2,849,316.61) (4,032.482.24)

Add: Balance b/f from previous (40,742,194.60) (36,709,712.36) year

Profit/(Loss) carried to Balance (43,591,511.21) (40.742,194.60) Sheet

MANAGEMENT DISCUSSION & ANALYSIS AND REVIEW OF OPERATIONS AND FUTURE LAW

OVERVIEW

The financial statements have been prepared in compliance with the requirements of the Companies Act. 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

SEGMENT WISE PERFORMANCE

The Company operates in only one segment and therefore, has no separate reportable segments.

RISKS AND CONCERNS

The Company in its endeavor to minimize the risks associated with its type of business is employing competent team of professionals and is focused towards implementation of modern shore based management practices.

In order to mitigate the risks the Company has taken various steps to limit the various factors that emanate risks. These factors include:

* Insurance

* Proper credit check of the client portfolio

* Supporting customers, growth and competitiveness

HUMAN RESOURCES

The Company considers its employees as partners in growth. They have played a significant role and enabled the Company to deliver superior performance year after year.

ADEQUACY OF INTERNAL CONTROLS

The Company has adequate and effective internal control systems commensurate with the size of its operations and has complied with the various statutes of the Government and statutory authorities.. Internal Audit has been entrusted to an external auditor and periodical review is being carried out. The Audit Committee meets regularly to review the adequacy of internal controls.

DIRECTORS' RESPONSIBILTY STATEMENT

In terms section 217(2AA) of the Companies Act, 1956 your directors confirms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials departures have been made from the same.

2. That they have selected such accounting policies and applied them consistently, except where changes have been made and disclosed appropriately and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of state affairs of the Company at the end of profit or loss of the Company that period.

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

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

AUDITORS

M/s. Anuj Garg & Company. Chartered Accountants, be appointed as statutory auditors of the Company for the financial year 2013-14. The Company has received a certificate under section 224(1B) of the Companies Act. 1956 to the effect that their appointment, if made, will be within the prescribed limit. The Audit Committee has also recommended their re-appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory and need not require any further clarifications. The suggestion given by him has taken note for future operation.

DIRECTORS

In accordance with the provisions of the Companies Act. 1956 Mr. Abhishek Bansal. Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

FIXED DEPOSITS

During the year under review the Company has not accepted any money from the public as Fixed Deposits.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

PARTICULARS OF EMPLOYEES

No employee of the Company is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1980 as amended to date.

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

Information u/s 217(1) (c) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure "A" and forms part of this report.

REPORT ON CORPORATE GOVERNANCE

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate of M/s. Anuj Garg and Company, Chartered Accountant in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors' Report.

CEO AND CFO CERTIFICATION

The Managing Director of the Company gives certification on financial reporting and Internal controls to the Board as required under clause 49 (V) of the Listing Agreement

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company's strategics on business, projections and estimates are forward looking statements. The actual results may vary from those expressed or implied, depending upon economic conditions. Government policies, regulations, tax laws and other incidental factors.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the support given to the Company by the dealers, customers and suppliers, shareholders and investors who indeed deserve a special mention for their faith and confidence reposed by them in the Company.

By order of the Board For International Pumps and Projects Limited



Place: New Delhi (Y.I.P Sehgal) (Nishant Sehgal) Date: 30thAugust, 2013 Managing Director Director DIN - 00042049 DIN - 00042116

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Mar 31, 2012

Dear Members,

The Directors have immense pleasure in presenting you the 32nd ANNUAL REPORT of your Company together with the Audited Balance Sheet and Profit & Loss Account for the year ended on 31st March. 2012

1. FINANCIAL RESULTS

(in Rs.Lacs)

PARTICULARS Year Ended Year Ended 31.03.2012 31.03.2011

Sales & Other Income 40.03 105.55 Gross Profit/Loss

Depreciation 0.46 10.85

Profit/Loss before tax (40.69) (12.55)

Provision for Taxation NIL NIL Net Profit available for Appreciation

Proposed Dividend on NIL NIL Equity Shares

Tax on proposed divided NIL NIL

General Reserve Balance Carried Forward. (407.42) (403.02)

* Figures of previous year have been regrouped and reclassified, wherever required

2. OPERATIONS

The Company has decreased level of operations as compared to last year.

3. FUTURE PROSPECTS

The Company plans to stabilize itself as far as its recovery of its dues is Concerned while also embarking on growth.

4. PUBLIC DEPOISTS

Your Company had not accepted any deposit from public during the year.

5. DIVIDEND

In view of the insufficient profit during the year under report the Board has not recommended for any dividend.

6. GENERAL RESERVE

During the year the Company has not transferred any sum to General Reserve.

7. DEPOSIT

During the year the Company has not accepted or renewed any deposit From the Public within the meaning of Sector 58-A of the Companies Act. 1956. and rules framed there under.

8. DIRECTORS

The Board further wishes to place on record that none of the Directors eligible for re-appointment as director, disqualified for being appointed as director in terms of clause (g) of Sub-section 274 of the Companies Act. 1956.

9. CONVERVATION OF ENERGY, TECHNOLOGY ABRUPTION AND FOREIGN EXCHANGE.

The Company docs not fall under the categories of Industries which are required to furnish particulars in Form A ( under Rule 2 in the disclosure of particulars in report of Board of Directors Rule 1988)

10 DIRECTORS RESPONSIBILITY STATEMENT

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

i That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii That the Directors had 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 of the Company for that period.

iii That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

iv That the Directors had prepared the annual accounts on a "going concern" basis.

11. AUDITOR AND AUDITOR REPORT

M/s.Anuj Garg & Co.. Chartered Accountants arc appointed as Statutory Auditors. The Company has received certificate from to effect that their appointment if made would be within the prescribed limits u/s 224(1B) of the Companies Act. 1956.

12. AUDITORS OBSERVATIONS

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

13. PERSONNEL

As required by the provisions of Sector 217 (2A) of the Companies Act. 1956 read with Companies ( Particulars of Employees) Rule 1975 as amended there are no employees whose names and other particulars are required to be set out in the Directors Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

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 form part of the Annual Report.

15. CORPORATE GOVERNANCE

It has always been the Company's endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the revised clause 49 of the Listing Agreement. The Compliance Report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached as Annexure-I and form part of this Report.

16. CEO AND CFO CERTIFICATION

The Chief Financial Officer and the Manager of the Company give certification on financial reporting and internal controls to the Board as required under Clause 49 (V) if the Listing Agreement.

17. INDUSTRIAL RELATIONS

The industrial relations in all the units and branches of the Company remained cordial and peaceful throughout the year.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude to various Central State Govt, authorities, financial institutions and banks for the assistance and co-operation received by the Company during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the executive, staff and workers of the Company as also support given by dealers, customers, suppliers and shareholder.

For and on behalf of the Board of Directors

Sd/- Sd /- (Y.I.P. SEHGAL) (NISHANT SEHGAL) MANAGING DIRECTOR DIRECTOR

Place : New Delhi Date: 02.09.2012

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Mar 31, 2011

Dear members,

The Directors have immense pleasure in presenting you the 31st ANNUAL REPORT of your Company together with the Audited Balance Sheet and Profit &Loss Account for the year ended on 31st March. 2011

1. FINANCIAL RESULTS

(in Rs.Lacs)

PARTICULARS Year Ended Year Ended 31.03.2011 31.03.2010

Sales & Other Income i 05.55 197. 70

Gross Profit/Loss

Depreciation 10.85 14.85

Profir/Loss before tax (12.55) 58.47

Provision for Taxation Nil 145

Net Profit available for

Appreciation

Proposed Dividend on NIL NIL

Kquity Shares

Tax on proposed divided Nil Nil

General Reserve

Balance Carried Forward. (402.02) (447.48)

* Figures of previous year have been regrouped and reclassified. wherever required

2. OPERATIONS

The Company has decreased level of operations as compared to last year.

3. FUTURE PROSPECTS

The Company plans to stabilize itself as far as its recovery of its dues is Concerned while also embarking on growth.

4. PUBLIC DEPOISTS

Your Company had not accepted any deposit from public during the year.

5. DIVIDEND

In view of the insufficient profit during the year under report the Board has not recommended for any dividend.

6. GENERAL RESERVE

During the year the Company has not transferred any sum to General Reserve.

7. DEPOSIT

During the year the Company has not accepted or renewed any deposit From the Public within the meaning of Sector 58-A of the Companies Act. 1956. and rules framed there under.

8. DIRECTORS

The Board further wishes to place on record that none of the Directors eligible for re-appointment as director, disqualified for being appointed as director in terms of clause (g) of Sub-section 274 of the Companies Act. 1956.

9. CONVERVATION OF ENERGY, TECHNOLOGY ABROPTION AND FOREIGN EXCHANGE.

The Company does not fall under the categories of Industries which are required to furnish particulars in Form A ( under Rule 2 in the disclosure of particulars in report of Board of Directors Rule 1988)

10 DIRECTORS RESPONSIB1LTY STATEMENT

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

i That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii That the Directors had taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a "going concern" basis.

11. AUDITOR AND AUDITOR REPORT

M/s.Anuj Garg & Co.. Chartered Accountants arc appointed as Statutory Auditors. The Company has received certificate from to effect that their appointment if made would be within the prescribed limits u/s 224(1B) of the Companies Act. 1956.

12. AUDITORS OBSERVATIONS

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

13. PERSONNEL

As required by the provisions of Sector 217 (2A) of the Companies Act. 1956 read with Companies ( Particulars of Employees) Rule 1975 as amended there are no employees whose names and other particulars are required to be set out in the Directors Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

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 form part of the Annual Report.

15. CORPORATE GOVERNANCE

It has always been the Company's endeavor to excel through better Corporate Governance and fair and transparent practices. The Company complies with the revised clause 49 of the Listing Agreement. The Compliance Report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is attached as Annexure-1 and form part of this Report.

16. CEO AND CFO CERTIFICATION

The Chief Financial Officer and the Manager of the Company give certification on financial reporting and internal controls to the Board as required under Clause 49 (V) if the Listing Agreement.

17. INDUSTRIAL RELATIONS

The industrial relations in all the units and branches of the Company remained cordial and peaceful throughout the year.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude to various Central State Govt, authorities, financial institutions and banks for the assistance and co-operation received by the Company during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services of the executive, staff and workers of the Company as also support given by dealers, customers, suppliers and shareholder.

For and on behalf of the Board of Directors

Sd/- Sd/- (Y.I.P. SEHGAL) (NISHANT SEHGAL) MANAGING DIRECTOR DIRECTOR

Place : New Delhi Date : 02.09.2011