Retro Green Revolution Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Y our directors here by present the 34^th Annual Report together with the Audited statements of Accounts
for the financial year ended on 31^st March, 2024.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Gross Sales/Income	202.73	164.90
Less Depreciation	0	0
Profit/(Loss) before Tax	47.42	42.52
Taxes/Deferred Taxes	0	0
Profit/(Loss) After Taxes	47.42	42.52
P& L Balance b/f	(24.22)	(79.73)
Profit/ (Loss) carried to Balance Sheet	(24.22)	(79.73)

During the couple of the year under review diversified activities of the Agro-tech business, due to
company has carried out done the good performance and stabilize the company out of setback. The
company was in position to generate revenue from the exiting as well as newly operational Agro-tech
business activities, to the posting of Net Profit of Rs. 47.42 Lakh

2) NATURE OF BUSINESS:

During the year, the Company carried out diversified Business activities in the field of High tech Agro
based projects, Advisory, Turnkey solutions and Greenhouse’s business activities and come out the set
back and posted net profit for the year. Co. also intent to looking for further diversification for
betterment of the stakeholders.

There was no change in the nature of the business of the Company during the year under review.

3) DIVIDEND:

Keeping in view the conservation of financial resources, the board of Directors of your company has
not recommended any Dividend payment relating to the financial year ended on 31^st March, 2024.

4) TRANSFER TO RESERVES:

The Company has transferred some amount to Reserves for the period under review.

5) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES.
ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for
the same are not required to mention here.

6) CHANGE OF NAME:

The Company not changed its name during the year under review.

7) CHANGE OF REGISTERED OFFICE OF THE COMPANY.

During the year, the company has changed its registered office from C/231, 2nd Floor, Siddharth
Excellence, Opp. Dmart, Vasna Main Road, Vadodara-390015, Gujarat to A/1007, Sankalp Iconic,
Opp. Vikram Nagar, Iscon Temple Cross Road, S. G. Highway, Ahmedabad - 380054, Gujarat, which
is outside the local limits of city, town or village where it is presently situated but within the same state
and under the Jurisdiction of the same Registrar of Companies, for better administrative convenience,
vide postal ballot.

8) PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- A” to the Board’s
report.

None of the top ten employees of the Company drew remuneration of Rs.1,02,00,000/- or more per
annum or Rs. 8,50,000/- or more per month during the year as per amendment by Ministry of Corporate
Affairs dated 30th June, 2016. Hence, no information is required to be furnished as required under Rule
5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

9) SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on March 31^st, 2024, is Rs. 9,20,80,000/-

Upon receipt of in-principal approval from the BSE Limited on March 22,2023, preferential allotment
of 42,08,000 (Forty Two Lakh Eight Thousand) equity shares having face value of Rs.10/- (Indian
Rupees Ten only) each fully paid up for consideration other than cash, in the swap of equity shares in
the ratio of 02 (two) equity shares of Retro Green Revolution Limited for every 01(one) equity share
held by the allottee in the investee company i.e. Western Agro-Tech Innovative Limited has been made
to various allottes and thereby issued, subscribed and paid up share capital of the Company increased
to Rs. 9,20,80,000 divided into 90,38,000 equity shares of Rs.10/- each for which trading approval has
been received from BSE Limited vide letter dated May 18, 2023, which is effective from May 19, 2023.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting
rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for
the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital
and Debentures) Rules, 2014 are not required to be disclosed.

10) FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during the year under
review.

11) FIXED DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of
section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended
are applicable.

12) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013.

13) SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND CO.’S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators,
courts or tribunals during the year, which may impact the going concern status or company’s operations
in future.

14) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record
its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and
strategy to deliver good performance.

15) BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if
occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives,
ability to implement business strategies, the manner in which the company operates and reputation as
“Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks.
A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of
risks.

16) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all
the process owners to ensure that internal controls over all the key business processes are operative.
The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company and its subsidiaries. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of
the Board.

17) VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The company has adopted a Whistle Blower Policy, which affords protection
and confidentially to Whistle blowers. The Audit Committee Chairman is authorized to receive
Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the
conduct of investigations of any disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2024, no Protected
Disclosures have been received under this policy.

18) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came
into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for
Prevention of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and reporting
of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished price
Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in
the Company’s shares and prohibits purchase or sale of Company shares by the Directors and designated
employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Company is Responsible for
implementation of the Code.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board of
Directors of the Company has laid down a Code of Conduct for all Board Members and Senior
Management Personnel of the Company. The said Code of Conduct has been posted on the website of
the Company. The Board Members and Senior Management Personnel of the Company have affirmed
compliance with the Code. The Chairman & Managing Director of the Company has given a declaration
to the Company that all the Board Members and Senior Management Personnel of the Company have
affirmed compliance with the Code.

The Board of Directors and designated employees have confirmed compliance with the Code.

19) DIRECTORS:

a) Composition of Board of Directors as on 31^st March, 2024:

Sr. No.	Name of Director	Category
1	Mr. Arunkumar Parajapati	Managing Director
2	Mr. Atul Jain#	Whole-time Director and CFO
3	Mrs. Darshangi Patel	Non-Executive Independent Director
4	Mr. Sudhir Lavu Kadam	Non-Executive Independent Director
5	Mr. Nimesh Shah	Non-Executive Director
6	Mr. Narava.n Machhi*	Executive Director

#Mr. Atul Jain has resigned from the Board of the company with effect from August 14, 2024.

*Mr. Narayan Machhi has given resignation on April 09, 2024.

None of the Director is a member in more than 10 Companies and Act as Chairman in more than 5
Companies across all Companies in which he is a director.

b) Declaration By Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149
(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013.

c) Meeting of Board of Directors and attendance thereon:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered
office of the Company. The meeting dates are decided well in advance and the agenda and notes on
agenda are circulated in advance to the directors. All material information is incorporated in the notes
on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable
to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In
case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior
Management persons are often invited to attend the Board Meetings and provide clarifications as and
when required.

During the year 2023-24, 08 (Eight) Board Meetings were convened and duly held on:

12/05/2023	12/08/2023	04/09/2023	26/10/2023
06/11/2023	09/12/2023	15/12/2023	12/02/2024

The Board of Directors of the Company was present at the following Board Meeting held during the
year under review.

Name of Director	Board Meetings Held	Meetings attended	Attendance at last AGM i.e. 30/09/2023
Mr. Nimesh B. Shah	8	8	Yes
Mr. Narayan G. Machhi*	8	8	Yes
Mrs. Shraddha U. Shah**	8	4	Yes
Mr. Arunkumar Parajapati**	8	4	No
Mr. Atul Jain***	8	4	No
Mrs. Darshangi Patel***	8	4	No
Mr. Sudhir Lavu Kadam***	8	4	No

*Resigned on 09/04/2024
**Resigned on 26/10/2023
***Appointed on 26/10/2023

Details of the last three Annual General Meetings:

Meeting	Year	Venue of AGM	Date	Time	Whether Special resolution Passed
Annual General Meeting	2022-23	C/231, 2nd Floor, Siddharth Excellence, Opp. D-Mart, Vasna Main Road, Vadodara-390015, Gujarat, India	30th September, 2023	11:30 A.M.	No
Annual General Meeting	2021-22	C/231, 2nd Floor, Siddharth Excellence, Opp. D-Mart, Vasna Main Road, Vadodara-390015, Gujarat, India	30th September, 2022	11:45 A.M.	No
Annual General Meeting	2020-21	C/231, 2nd Floor, Siddharth Excellence, Opp. D-Mart, Vasna Main Road, Vadodara-390015, Gujarat, India	29th September, 2021	11:30 A.M.	No

Details for Special Resolution had passed in last AGM:

2022-2023

No Special Resolution was passed.

2021-2022

• No Special Resolution was passed.

2020-2021

• No Special Resolution was passed.

Extra Ordinary General Meeting/Postal Ballot during the year under review:

No Extra Ordinary General Meeting was held during the year under review. But the Company has
conducted a postal ballot, for which notice has been sent on 06^th November, 2023 and announces results
thereof on 09^th December, 2023, for various resolutions to be passed as under:

• Shifting of Registered Office of the Company from outside the local limits but within the same State
and ROC where the Registered Office of the Company presently situated;

• Regularization of Mr. Arunkumar Prajapati (DIN: 08281232) as Chairman cum Managing Director of
the company;

• Regularization of appointment of Additional Independent Director Mrs. Darshangi Patel (DIN:
09385059) as an Independent Director of the Company;

• Regularization of appointment of Additional Independent Director Mr. Sudhir Lavu Kadam (DIN:
10354386) as an Independent Director of the Company;

• Regularization of appointment of Additional Executive Director Mr. Atul Jain (DIN: 06608095) as an
Executive Director of the Company;

• Change in Designation of Mr. Nimesh Shah (07600822) from Managing Director to Non-Executive
Director of the Company;

• Give loans or to give guarantees or to provide securities in connection with the loan made to any other
body corporate or person or to make investments under section 186 of the companies act, 2013;

• Increase the borrowing limits under section 180(1)(c) of the Companies Act, 2013;

• Creation of charge on the assets of the Company as prescribed under Section 180(1)(a) of the
Companies Act, 2013

d) Changes in Directors and Key Managerial Personnel:

1. Appointment of Mr. Arunkumar Prajapati (DIN: 08281232) as an additional director on 26/10/2023
and Regularize as Chairman cum Managing Director of the company on 06/11/2023.

2. Appointment of Mrs. Darshangi Patel (DIN: 09385059) as an Additional Director of the Company
on 26/10/2023 and Regularize as an Independent Director of the company on 06/11/2023.

3. Appointment of Mr. Sudhir Lavu Kadam (DIN: 10354386) as an Additional Independent Director
of the Company w.e.f. October 26, 2023; Regularize as an Independent Director of the company on
06/11/2023.

4. Appointment of Mr. Atul Jain (DIN: 06608095) as an Additional Executive Director ofthe Company
w.e.f. October 26, 2023; Regularize as Director of the company on 06/11/2023.

5. Appointment of Mr. Atul Jain as Chief Financial Officer of the Company w.e.f. October 26, 2023;

6. Change in designation of Mr. Nimesh B Shah (DIN: 07600822) from Managing Director to Non¬
Executive Director w.e.f. October 26, 2023;

7. Taken note on the resignation of Mr. Nimesh B Shah from the post of Chief Financial Officer of the
Company w.e.f. October 26, 2023;

8. Taken note on the Resignation of Mrs. Shraddha Shah (DIN: 08200309), Independent Director of
the Company w.e.f. October 26, 2023;

9. Resignation of Mr. Dhanesh Shah from the post of Company Secretary of the Company w.e.f
15/12/2023.

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015.

f) Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its
own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as
that of its committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through a structured evaluation process covering various aspects of the Boards functioning
such as composition of the Board & committees, experience & competencies, performance of specific
duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of
minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the
Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

g) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated under the head Nomination and Remuneration Committee.

h) Number of Meetings of the Board of Directors and Audit Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year eight Board Meetings and One Independent Directors’ meeting and four Audit
Committee Meetings were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.

20) COMMITTEES OF BOARD OF DIRECTORS:

The Company had Three Board Committees. These are as under:

1. Audit Committee

2. Remuneration Committee

3. Share Transfer & Shareholders/Investor Grievance Committee

Moving with various committees formed and reported in the previous Annual Report and in line with
the requirements of SEBI and Stock Exchanges, the Board has formally constituted the following
committees of Directors.

I. Audit Committee:

The Audit committee constituted by the Board of directors as per the Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 177 of the
Companies Act, 2013. The members of the Committee have been changed on 26^th October, 2023 due
to change in Directorship of the Company. The Audit Committee of the Company presently comprises
of three Members Mr. Narayanbhai Ganpatbhai Machhi, was replaced Mr. Sudhir Lavu Kadam (DIN:
10354386), Mr. Nimesh Biharilal Shah, was replaced by Mrs. Darshangi Patel (DIN: 09385059), Mrs.
Shraddha U. Shah was replaced by Mr. Atul Jain (DIN: 06608095), & Mr. Dhanesh P. Shah, the
Company Secretary and Compliance Officer acts as Co-Ordinator to monitor the proceedings at the
meetings who are aware with finance, accounts, management and corporate affairs. Three independent
members constitute the quorum of the said Audit Committee Meeting.

The Audit Committee of the Board of Directors of the Company, Inter-alia, provides assurance to the
Board on the adequacy of the internal control systems and financial disclosures.

The audit committee while reviewing the Annual Financial Accounts ensures compliance of the
Accounting Standard (AS) issued by the Institute of Chartered Accountants of India.

• Review the financial reporting process and disclosure of its financial information;

• Review with the management, Annual financial statements before submission to the Board;

• Review with the management, statutory Auditors and Internal Auditors and adequacy of internal control

systems;

• Review the company’s accounting and risk management policies;

• Review the company’s accounting and management reporting systems and updates the same from time
to time;

• Recommend the appointment and removal of statutory and Internal Auditors and fixation of fees for the
same;

• Review quarterly financial statement;

• Review internal investigations made statutory/ Internal Auditors;

• Scope of Statutory/ Internal Audit;

• Review fixed deposits/repayment systems etc.;

• Review related party transactions.

The terms and reference of the Audit Committee covers the matters specified as per SEBI (Listing
Obligations and Disclosure Requirement), Regulations, 2015 besides other terms as may be referred
from time to time by the Board of Directors. The Audit Committee met four times during the year;

12/05/2023

12/08/2023

06/11/2023

12/02/2024

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall act in accordance with the prescribed provisions
of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee reviews the
overall compensation policy, service agreements and other employment conditions of Managing/Whole
time Directors and Managing Director.

Members of the Committee has been changed on 26^th October, 2023 due to change in Directorship of
the Company. Nomination and Remuneration Committee of the Company presently comprises of three
Independent Directors being Mr. Narayanbhai Ganpatbhai Machhi (DIN: 07600799), Mr. Sudhir Lavu
Kadam (DIN: 10354386), Mrs. Darshangi Patel (DIN: 09385059) & Mr. Dhanesh P. Shah, the

Company Secretary and Compliance Officer acts as Co-Ordinator to monitor the proceedings at the
meetings.

Remuneration Committee constituted for the purpose of considering remuneration of executive and
non-executive directors.

The Company has not paid any sitting fees to any of the Directors of the Company.

Two Meeting of the Nomination and remuneration committee was held on 26/10/2023 and 15/12/2023
during the year under review.

Terms of reference of the Committee inter alia, include the following: Nomination of Directors /
Key Managerial Personnel / Senior Management*

i. To evaluate and recommend the composition of the Board of Directors;

ii. To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down by the Committee;

iii. Consider and recommend to the Board appointment and removal of directors, other persons in senior
management and key managerial personnel (KMP);

iv. Determining processes for evaluating the effectiveness of individual directors and the Board as a whole
and evaluating the performance of individual Directors;

v. To administer and supervise Employee Stock Options Schemes (ESOS) including framing of policies
related to ESOS and reviewing grant of ESOS;

vi. Formulate the criteria for determining qualifications, positive attributes and independence of a director;

vii. To review HR Policies and Initiatives.

Role of the Committee:

The Committee shall:

a. Formulate the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

b. Identify persons who are qualified to become Director and persons who may be appointed in Key
Managerial and Senior Management positions in accordance with the criteria laid down in this Policy;

c. Lay down the evaluation criteria for performance evaluation of Independent Director and the Board;

d. Recommend to the Board, appointment, remuneration and removal of Director, KMP and Senior
Management;

e. To devise a Policy on Board diversity.

f. Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.

Remuneration of Directors / Key Managerial Personnel / Senior Management*/ other Employees

Evolve the principles, criteria and basis of Remuneration policy and recommend to the Board a policy
relating to the remuneration for all the Directors, KMP, Senior Management and other employees of
the Company and to review the same from time to time.

The Committee shall, while formulating the policy, ensure the following:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

• Remuneration to Directors, KMP and Senior Management involves a balance between fixed and
incentive pay reflecting short- and long-term performance objectives appropriate to the working of the
Company and its goals.

* Senior Management for the above purpose shall mean personnel of the Company who are members of
its core management team excluding Board of Directors comprising all members of management one
level below the executive directors, including the functional heads.

NOMINATION & REMUNERATION POLICY:

Purpose of this Policy:

The company has adopted this Policy on appointment and remuneration of the Directors, Key
Managerial Personnel and Senior Management (the “Policy”) as required by the provisions of Section
178 of the Companies Act, 2013 (the “Act”) and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The purpose of this Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure that remuneration to Directors, KMP and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
persons and create competitive advantage.

The Committee should ensure that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the Company
successfully and the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.

Definitions:

Independent Director means a director referred to in Section 149(6) of the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Key Managerial Personnel (the “KMP”) shall mean “Key Managerial Personnel” as defined in
Section 2(51) of the Act.

Nomination and Remuneration Committee, by whatever name called, shall mean a Committee of
Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the
Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration means any money or its equivalent given or passed to any person for services rendered
by him and includes perquisites as defined under the Income-tax Act, 1961.

Senior Management means personnel of the Company who are members of its core management team
excluding Board of Directors. This would include all members of management one level below the
Executive Directors, including all functional heads.

Words and expressions used and not defined in this Policy, but defined in the Act or any rules framed
under the Act or the Securities and Exchange Board of India Act, 1992 and Rules and Regulations
framed there under or in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 or the Accounting Standards shall have the meanings assigned to them in these regulations.

Criteria for Determining the followings: -

1 Qualifications for appointment of Directors (including Independent Directors)

a) Persons of eminence, standing and knowledge with significant achievements in business, professions
and/or public service;

b) Their financial or business literacy/skills;

c) Other appropriate qualification/experience to meet the objectives of the Company;

d) As per the applicable provisions of Companies Act, 2013, Rules made there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other
criteria or norms for selection of the most suitable candidate/s.

2 Positive attributes of Directors (including Independent Directors):

• Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict
constructively and the willingness to address issues proactively;

• Actively update their knowledge and skills with the latest developments in the railway/heavy
engineering/infrastructure industry, market conditions and applicable legal provisions;

• Willingness to devote sufficient time and attention to the Company’s business and discharge their
responsibilities;

• To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of
strategy, performance, risk management, resources, key appointments and standards of conduct;

• Ability to develop a good working relationship with other Board members and contribute to the Board’s
working relationship with the senior management of the Company;

• To act within their authority, assist in protecting the legitimate interests of the Company, its
shareholders and employees;

• Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made
there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time.

3 Independence Standards

The following would be the independence review procedure and criteria to assist the Committee to
evaluate the independence of Directors for recommending to the Board for appointment. A Director is
independent if the Board affirmatively determines that the Director does not have a direct or indirect
material relationship with the Company, including its affiliates or any member of senior management.
“Affiliate” shall mean any company or other entity that controls, is controlled by, or is under common
control with the Company.

Also, the candidate shall be evaluated based on the criteria provided under the applicable laws including
Companies Act, 2013 read with Rules thereon and the Listing Agreement with the Stock Exchanges. In
addition to applying these guidelines, the Board will consider all relevant facts and circumstances in
making its determination relating to a director’s independence.

Independence Review Procedures

1. Annual Review

The director’s independence for the independent director will be determined by the Board on an annual
basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read
with Rules thereon and the Listing Agreement.

2. Individual Director’s Independence Determinations

If a director nominee is considered for appointment to the Board between Annual General Meetings, a
determination of independence, upon the recommendation of the Committee, shall be made by the
Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director after
consideration of all the relevant facts and circumstances and the standards set forth herein. The Board
reserves the right to determine that any director is not independent even if he or she satisfies the criteria
set forth by the provisions of the Companies Act, 2013 read with Rules thereon and the Listing
Agreement.

3. Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change in circumstances that
may put his or her independence at issue.

Criteria for appointment of KMP/Senior Management

• To possess the required qualifications, experience, skills & expertise to effectively discharge their duties
and responsibilities;

• To practice and encourage professionalism and transparent working environment;

• To build teams and carry the team members along for achieving the goals/objectives and corporate
mission;

• To adhere strictly to code of conduct
Term

The Term of the Directors including Managing / Whole time Director / Independent Director shall be
governed as per the provisions of the Act and Rules made there under and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time. Whereas the terms of
the KMP (other than the Managing/Whole time Director) and Senior Management, shall be governed
by the prevailing H R policies of the Company.

Evaluation

The Committee shall carry out evaluation of performance of every Director. The Committee shall
identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time
and level of participation, performance of duties, level of oversight, professional conduct and
independence. The appointment / re- appointment / continuation of Directors on the Board shall be
subject to the outcome of the yearly evaluation process.

Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules
and Regulations there under and / or for any disciplinary reasons and subject to such applicable Acts,
Rules and Regulations and the Company’s prevailing HR policies, the Committee may recommend, to
the Board, with reasons recorded in writing, removal of a Director, KMP or Senior Management.

Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Whole time
Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules
and Regulations and will be determined by the Committee and recommended to the Board for approval.
The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior /
post approval of the shareholders of the Company and Central Government, wherever required. Further,
the Chairman & Managing Director of the Company is authorised to decide the remuneration of KMP
(other than Managing / Whole time Director) and Senior Management based on the standard market
practice and prevailing HR policies of the Company.

Remuneration to Non-executive / Independent Director

The remuneration / commission / sitting fees, as the case may be, to the Non-Executive / Independent
Director, shall be in accordance with the provisions of the Act and the Rules made there under for the
time being in force or as may be decided by the Committee / Board / shareholders. An Independent
Director shall not be entitled to any stock option of the Company unless otherwise permitted in terms

of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time.

III. Share Transfer & Shareholders’/Investor Grievance Committee:

This committee presently consists of three Independent Directors being Mr. Narayan Bhai G. Machhi
(DIN: 07600799), Mr. Sudhir Lavu Kadam (DIN: 10354386), Mrs. Darshangi Patel (DIN: 09385059)

The committee is responsible for approving and monitoring transfers, transmission, splitting and
consolidation of shares issued by the Company. In addition to that, the committee also monitors
redressal of complaints from shareholders relating to transfer of shares, non-receipt of balance sheet
etc., No sitting fees is paid to the committee members. The Committee reviewed redressal of investors
Grievances pertaining to share transfer, dematerialization of shares, replacement of lost, mutilated and
old share certificates, change of address etc. The committee has also taken steps to strengthening
investors relations.

The meetings of the members of Share Transfer and Share Holder Grievance Committee were held on
below mentioned date, met four times during the year;

07/04/2023

06/07/2023

09/10/2023

08/01/2024

The status of shareholders’ complaints received so far/number not solved to the satisfaction of
shareholders/number of pending share transfer transactions (as on 31^st March, 2024) is given below: -

Complaints Status: 01.04.2023 to 31.03.2024

• Number of complaints received so far: 2

• Number of complaints solved: 2

• Number of pending complaints: Nil

21) CORPORATE GOVERNANCE:

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 had amended
Erstwhile Clause 49 and made it applicable to all the listed Companies. Further, SEBI vide its circular
no. CIR/CFD/POLICY CELL/7/2014 dated 15^th September, 2014 read with Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 had
made the provisions of Corporate Governance non-mandatory to the following class of Companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crores and Net worth not exceeding
Rs.25 crores, as on the last day of the previous financial year; Provided that where the provisions of
Clause 49 become applicable to a company at a later date, such company shall comply with the
requirements of Clause 49 within six months from the date on which the provisions became applicable
to the company.

b) Companies whose equity share capital is listed exclusively on the BSE Platform.

Accordingly, the paid up capital and net worth is below the prescribed limit for mandatory applicability
of Corporate Governance clause. The Company has decided not to opt for compliance of Erstwhile
Clause 49 for the time being.

22) DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained
by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

23) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE:

The details of conservation of energy, technology absorption etc. as required to be given under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014,
are not applicable to Company, as our Company has not carried out in the manufacturing activities. The
foreign exchange earnings on account of the operation of the Company during the year is Rs. Nil.

24) RELATED PARTY TRANSACTIONS:

Disclosure with respect to related party transactions is marked and attached as “Annexure B”. There
were no materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.

25) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

26) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being
supported by the report of the auditors of the Company as no fraud has been reported in their audit
report for the financial year ended 31^st March, 2024.

27) BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective
reports. Observation made by the Statutory Auditors in their Report are self- explanatory and therefore,
do not call for any further comments under section 134(3) (f) of the Companies Act, 2013.

28) COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

29) AUDITORS:

A. Statutory Auditors:

M/s. Mayur Shah & Associates, Chartered Accountants, Ahmedabad (M.No.-36827), present Statutory
Auditor of the Company who were appointed as Statutory Auditors of the Company for a period of
three consecutive years at the Annual General Meeting (“AGM”) of the Members held on 30th

September, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditors has expressed their willingness to be reappointed for next Financial year 2024-25 M/s. Mayur
Shah & Associates, Chartered Accountants, Ahmedabad (M.No.-36827) who has submitted and
declaration evidencing the compliance of the provisions of Section 141 of the Companies Act, 2013
and is willing to be reappointed as Statutory Auditors for a period of Three Years till the financial year
31^st March, 2026.

The observations made by the Auditors in their Auditors’ Report and the Notes on Accounts referred to
in the Auditors’ Report are self-explanatory and do not call for any further comments.

B. Secretarial Audit:

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
CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as “Annexure -C”.

Reply to the qualification Remarks in Secretarial Audit Report:

a) The Company has not published notice of meeting of the board of directors where financial results shall
be discussed and financial results, as required under Regulation 47 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015;

Though the Company has not published notice for Financial Result, the company has uploaded the same
on Website of the company and submitted to BSE Limited.

b) Updating of website with regard to various policies is pending under Regulation 46 of SEBI(LODR),
Regulations, 2015:

The Company took note of the same and the Company is in process of updating the website and also
ensure compliance under Regulation 46 of SEBI(LODR), Regulations, 2015.

c) As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor.
The Company has not appointed Internal Auditor:

The company has taken note of non-compliance with respect to Appointment of Internal Auditor and is
in the process of appointment of the same.

d) The Minutes of the Board meeting and General meetings and committee meetings are yet to be updated
and documented as required by the various provisions of Companies Act 2013.The statutory registers
are yet to be updated for the financial Year under review;

The Company has taken note of the same and will update the Minutes of the Board meeting and General
meetings and committee meetings and statutory registers.

e) The Company was SDD non-compliant due to technical error of software, but the company had
complied with SDD requirement w.e.f. November 01, 2023

Previously, the Company has been maintaining all records in the Excel utility and after getting better
advice, the company has converted into by way of adopting the new software in November and
complied with the all SDD requirements.

30) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing Obligations
and Disclosure Requirement), Regulations, 2015, forms part of this Report and the same is annexed
hereto as “Annexure-D”.

31) SEGMENT:

Your Company is engaged in a single segment only.

32) EXTRACT OF THE ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the companies Act
2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the
Draft Annual Return of the Company for the Financial year ended on March, 31^st 2024 in Form MGT-
7 is uploaded on website of the company and can be accessed at www.retrogreen.in

33) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against
sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Since there are no women employees in the Company, hence during the financial year 2023-24, the
company has not received any complaints on sexual harassment and hence no complaints remain
pending as of 31^st March, 2024.

34) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES. 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014, every Listed Company mandate to disclose in the Board’s Report the ratio
of the remuneration of each director to the permanent employee’s remuneration. However, since there
is no permanent employee in the Company, no disclosure under the said provision has been furnished.

35) DISCLOSURES:

a) Materially significant related party transactions:

The same are appropriate disclosed in the note forming parts of the financial statement.

b) During the last three Years, there were no penalties, strictures imposed by either SEBI or stock
Exchange or any statutory authority for non- Compliance of any matter related to the capital market.

Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer
committee. Share Transfer requests received in physical form are registered within 30 days and demat
requests are confirmed within 15 days.

Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

Name: SATELLITE CORPORATE SERVICES PVT. LTD.

Address: Office No.-106,107, Dattani Plaza, East West Compound,

Andheri Kurla Road, Safedpul,

Sakinaka, Mumbai-400 072.

Tel: [phone]

Fax: 022 - 28511809

Email: [email protected]

Date, Time and venue of : 30^th September, 2024 at 03:00 P.M.

Annual General Meeting :A/1007, Sankalp Iconic, Opp. Vikram Nagar, Iscon Temple Cross Road,

S. G. Highway, Ahmedabad, Gujarat, 380054

36) MEANS OF COMMUNICATIONS:

The half Y early and quarterly results of the Company were not published in any newspaper but regularly
forwarded to the Bombay Stock Exchange where the Company’s share are listed. The Company has not
considered it necessary to circulate half yearly results at the residence of shareholders as there is no
significant up and down in the activities of the company having material impact on the shareholders’
interest.

The Company’s financial results and officials’ news releases are displayed on the Company’s website
i.e. www.retrogreen.in

Further the Company has not made any presentation to any financial institutional Investors/analysts or
banks during the year.

Listing of Equity Shares on Stock Exchanges: BSE Limited:

a. Stock Code: BSE 519191

b. Demat ISIN number: INE601N01010

c. Market price data: High / Low of Monthly Market Price of the Companies Equity Shares traded on
Bombay Stock Exchange during the financial year 2023-24: -9.83/8.97

d. Registered and Transfer Agent: The Company has Appointed Satellite Corporate Services Private
Limited as the common agency both in respect of demat shares.

e. Share Transfer System: Valid Share transfer in physical form and complete in all respects were
approved and registered within the stipulated period.

Dividend Payment Date (Proposed): Dividend, if any will be paid within the stipulated period after its
declaration by the members at the AGM.

Distribution of Shareholding as on March 31, 2024: -

SHARES SLAB	SHAREHO LDERS	%	TOTAL SHARES	AMOUNT (RS.)	%
UPTO - 100	4211	55.7	160320	1603200	1.77
101 - 500	2258	29.87	759658	7596580	8.41
501-1000	501	6.63	397763	3977630	4.4
1001-2000	259	3.43	393803	3938030	4.36
2001-3000	77	1.02	198045	1980450	2.19
3001-4000	52	0.69	189161	1891610	2.09
4001-5000	31	0.41	147978	1479780	1.64
5001-10000	72	0.95	535919	5359190	5.93
10001-20000	49	0.65	727060	7270600	8.04
20001-50000	37	0.49	1416620	14166200	15.67
50001 & Above	13	0.16	4111673	41116730	45.50
Total	7560	100.00	9038000	90380000	100.00

Shareholding pattern as on 31^st March, 2024: -

Category	No. of share held	% of Holding
a) Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies	0	0
b) Financial Institutions / Banks	0	0
b) Other Bodies Corporate	5,24,640	5.80
c) NRI, HUF, Firm	90,832	1.00
c) Indian public	84,22,528	93.20
Total	90,38,000	100.00

Dematerialization of shares: As on 31-03-2024, Demat shares accounted for 77,75,000 Equity Shares
of total equity.

Listing on Stock Exchanges : BSE Limited (Under Suspension)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400023
Address for Correspondence: Retro Green Revolution Limited,

A/1007, Sankalp Iconic, Opp Vikramnagar, Iscon Temple Cross Road,
S.G. High Way, Bodakdev, Ahmedabad-380054, Gujarat, India
Website: www.retrogreen.in Email: [email protected]
Tel.: [phone],

Satellite Corporate Services Private Limited
Office No.-106,107, Dattani Plaza, East West Compound,

Andheri Kurla Road, Safedpul, Sakinaka, Mumbai-400 072.

022-28520461/462

022 - 28511809

[email protected]

Financial Calendar:

1^st quarterly results - Second week of August, 2024
2^nd quarterly results-Second week of November, 2024
3^rd quarterly results - Second week of February, 2025
4^th quarterly results - Second week of May, 2025

Date of Book Closure: September 24^th 2024 to September 30^th 2024 (both days inclusive)

Top 10 Shareholders as on 31st March, 2024 (Other than Promoters):

Name of Shareholder	Shareholding	% of Holding
Vandanaben Shaileshpuri Goswami	11,50,000	12.72
Rakesh Bhade	9,37,806	10.38
Mangalbhai Shanabhai Bariya	5,87,800	6.50
Hema Jayprakash Bhavsar	3,19,291	3.53
Yogesh Kumar Sharma	2,50,000	2.77
Sanjay Arunkumar Choksi	2,03,681	2.25
Nileshkumar Hasmuklal Khatri	1,95,000	2.16
Aashaben Baria	1,12,878	1.25
Abhishek Banerjee	1,03,135	1.14

37) MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the company occurred
between the ends of the financial year to which these financial statements relate on the date of this
report.

38) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibility initiative under
the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate
Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

39) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the Financial Statements
during the year under review.

40) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the
Board of Directors’ and General Meetings’, respectively, have been duly followed by the Company.

41) ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued
assistance and co-operation. The directors also wish to place on record the confidence of members in
the company.

By Order of the Board of Directors
For Retro Green Revolution Limited

Date: 04/09/2024
Place: Ahmedabad

Arunkumar Prajapati Darshangi Patel

Managing Director Director

DIN: 08281232 DIN: 09385059

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Mar 31, 2014

Dear Members,

The Directors here by present the Twenty Fourth Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 47858/-.The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR. AMISHKUMAR DANTARA Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

MR. NILESHKUMAR KHATRI (DIN: 02278750) and MR. MAYURBHAI PATEL (DIN: 05280309) Director of the Company, who was appointed as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years for a term up to 26th September, 2019.

MR. JIMISH SONI was resigned as a Director of the Company with effect from 20.12.2013 AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1) (e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, JOLLY MERCHANDISE LIMITED

PLACE: AHMEDABAD DATE: 25.08.2014 (AMISHKUMAR DANTARA) CHAIRMAN

---

Mar 31, 2013

The Directors here by present the Twenty Third Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 986725/-.The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR. AMISHKUMAR DANTARA and MR. DHANPAL JITENDRAKUMAR GANDHI Directors of the Company are retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

MR. GOVINDBHAI SENMA and MR. HASHMUKHBHAI SENMA ware resigned as a Director of the Company with effect from 07.05.2013.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1) (e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For and on Behalf of the Board

For, JOLLY MERCHANDISE LIMITED

PLACE: AHMEDABAD

DATE: 30.08.2013 (NILESHKUMAR HASMUKLAL KHATRI)

CHAIRMAN

---

Mar 31, 2012

Dear Shareholders,

The Directors here by present the Twenty Second Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 637246/-.The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Mayurbhai Arvindbhai Patel Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Mr. Jimish J. Soni, Mr. Amishkumar Dantara and Mr. Dhanpal J. Gandhi were appointed as an additional director of the Company w.e.f. 05.04.2012 and eligible for re- appointment as director of the Company at the forthcoming Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1) (e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For and on Behalf of the Board

For, JOLLY MERCHANDISE LIMITED

PLACE: AHMEDABAD

DATE: 01.09.2012 (NILESHKUMAR HASMUKLAL KHATRI)

CHAIRMAN

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Mar 31, 2011

The Directors hereby present the Annual report of your Company together with audited accounts for the accounting year ended on 31st March, 2011.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED PARTICULARS 31.03.2011 31.03.2010

Sales and Other Income 0 0

Total Expenditure 468995 496295

Profit/ (Loss) Before Tax (468995) (496295)

Provision for Tax 0 0

Net Profit / (Loss) for the year After Tax (468995) (496295)

Balance c/f to Balance Sheet 15952736 15483741

DIVIDEND:

Your Directors regret that inability to recommend any dividend for the year under review due to loss incurred.

OPERATIONS:

During the year under review the company has incurred loss of Rs. 468995/- compared to loss of Rs. 496295/- of last year. However, your directors are confident of achieving good results of the Company in future years.

DIRECTORS:

Mr. Mayur Patel was appointed as additional directors of the Company with effect from 20.07.2010 are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting.

Mr. Sanjay A. Choksi, Managing directors of the Company have resigned on 20.07.2010.

Mr. Govind Senma Director of the Company who retire by rotation at the ensuing Annual General Meeting, being eligible and offers himself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956. The Directors confirm that;

- In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

- Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Annual account has been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your directors are happy to report that your company is fully compliant as on 31st March 2011 with the SEBI guidelines on Corporate Governance as incorporated in Clause 49 of the Listing Agreement with the Stock exchanges.

A detailed report on this subject forms part of this report.

LISTING AGREEMENT:

The securities of the company are listed with the Bombay Stock Exchange Limited (BSE).

AUDITORS & AUDITORS' REPORT:

M/s. Naimish K. Shah & Co., Ahmedabad, Auditors of the Company, retires and are eligible for reappointment The members at the ensuing Annual General Meeting are requested to consider their reappointment for the year to hold the office until the conclusion of the next Annual general Meeting. The Board recommends their appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules 1988, the particulars relating to the conservation of energy, Technology absorption and there are no foreign exchange earnings and outgo during the year.

PARTICULARS REGARDING EMPLOYEES:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence no information is required to be furnished.

ACKNOWLEDGEMENT:

The Directors sincerely express their deep appreciation to the Employee at all levels. Shareholders, Banks, Customers for their sustained support and co - operation during the year. Your Directors also acknowledge the support and guidance received from the RBI, SEBI, ROC, Stock Exchanges and other Regulatory Bodies. Banks and other Financial Groups also deserve special appreciation for significant contribution to your Company's operations.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 01.09.2011 Sd/-

Chairman

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Mar 31, 2010

To The Members of Jolly Merchandise Limited

The Directors hereby present the Annual report of your Company together with audited accounts for the accounting year ended on 31st March, 2010.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED

PARTICULARS 31.03.2010 31.03.2009

Sales and Other Income 0 0

Total Expenditure 496295 504095

Profit/ (Loss) Before Tax (496295) (504095)

Provision for Tax 0 0

Net Profit/ (Loss) for the year After Tax (496295) (504095)

Balance c/f to Balance Sheet 15483741 14987446

DIVIDEND:

Your Directors regret that inability to recommend any dividend for the year under review due to loss incurred.

OPERATIONS:

During the year under review the company has incurred loss of Rs. 496295/- compared to loss of Rs. 504095/? of last year. However, your directors are confident of achieving good results of the Company in future years.

DIRECTORS:

Mr. Nilesh Khatri Director of the Company who retire by rotation at the ensuing Annual General Meeting, being eligible and offers himself for reappointment.

CORPORATE GOVERNANCE

Your directors are happy to report that your company is fully compliant as on 31st March 2010 with the SEBI guidelines on Corporate Governance as incorporated in Clause 49 of the Listing Agreement with the Stock exchanges.

A detailed report on this subject forms part of this report.

LISTING AGREEMENT:

The securities of the company are listed with the Bombay Stock Exchange Limited (BSE).

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules 1988, the particulars relating to the conservation of energy, Technology absorption and there are no foreign exchange earnings and outgo during the year.

AUDITORS & AUDITORS' REPORT:

M/s. Bhagat & Co., Ahmedabad, Auditors of the Company, retires and are eligible for reappointment. The members at the ensuing Annual General Meeting are requested to consider their reappointment for the year to hold the office until the conclusion of the next Annual general Meeting. The Board recommends their appointment.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management discussion and Analysis Report have been attached and forms part the Directors Report.

DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm that;

- In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

- Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Annual account has been prepared on a going concern basis.

PARTICULARS REGARDING EMPLOYEES:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence no information is required to be furnished.

ACKNOWLEDGEMENT:

The Directors sincerely express their deep appreciation to the Employee at all levels, Shareholders, Banks, Customers for their sustained support and co – operation during the year. Your Directors also acknowledge the support and guidance received from the RBI, SEBI, ROC, Stock Exchanges and other Regulatory Bodies. Banks and other Financial Groups also deserve special appreciation for significant contribution to your Company's operations.

For and on behalf of the Board of Directors

For, Jolly Merchandise Limited

Place: Baroda

Date: 01.09.2010 Sd/-

Chairman