DIRECTOR'S REPORT

Your directors present herewith the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015:-

REVIEW OF OPERATIONS :

For the year ended March 2015, your Company has recorded revenue of Rs.304.11 lacs as compared to Rs. 2308.35 lacs in the previous year. The company has generated net profit of Rs. 86.92 lacs as against net profit of Rs. 144.10 lacs in the previous year.

TRANSFER TO RESERVES :

The credit balance of Profit & Loss account is transferred to reserves in Balance sheet.

DIVIDEND:

Your Directors decided to plough back the profit and therefore dividend is not declared.

SHARE CAPITAL:

During the year under review, there were no changes in the capital structure of the Company. As on 31st March 2015, the paid up capital of the Company was Rs. 39,22,66,900/- comprising of 78453380 equity shares of Rs. 5/- each.

DIRECTORS:

Mr. Rakeshchand M. Jain is Managing Director of the Company, who is liable to retire  by rotation and eligible to offer himself for re-appointment.

Mr. H.P Chourasia and Mr. S.L. Ojha are Independent directors on the Board.

Ms. Madhuri A Gupta was appointed as an Additional Director on 2nd March, 2015.

Her appointment as Independent Women Director had been confirmed by Shareholders  by way of postal ballot dated 13th April, 2015 for a period of 5 years.

Mr. Harish R Jain has resigned from the directorship w.e.f. 25th February, 2015. The  Board place on record Its appreciation for the service rendered by him during the  tenure with the Company.

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies  Act,2013:-

MS. Madhuri A. Gupta Mr. H. P. Chourasia Mr. S. L. Ojha

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its  committees and individual directors.

The Evaluation was carried out by Board during the year

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met nine times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure to this Report

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently four Committees of the Board, as follows: Audit Committee

Nomination and Remuneration Committee Stakeholders' Relationship Committee Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The directors confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year & of the profit of the Company for the year ended on that date.

3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

RISKS AND MANAGEMENT POLICY

The Company has in February 2015 constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC) charter. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. . The said policy is attached as Annexure to this report.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management process focusses on ensuring that these risks are identified on a timely basis and addressed.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS AND AUDITOR'S OBSERVATIONS:

1. Statutory Auditor

During the Current financial year Messrs Vasu & Co. Statutory Auditor of the company has resigned due to orthopedic medical problem and hence Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai have been appointed as statutory auditor of the company. The said appointment has been Confirmed by shareholders dated 13.04.2015

Messrs V. R. Renuka & Co, Chartered Accountants, Mumbai, hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their re-appointment for a term of four consecutive years from the conclusion of twenty fourth Annual General Meeting up to the conclusion of twenty eighth Annual General Meeting of the Company in the calendar year 2019. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment

COMMENTS ON STATUTORY AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/S. V. R. Renuka, Statutory Auditors, in their Audit report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self-explanatory and therefore do not call for any further comments by Directors in this report.

2. Secretarial Auditor Mr. Shreyans Kumar Jain, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report in Form MR-3 for FY 2014-15 as annexed to this Report.

During the Secretarial Audit following observation made by Mr. Shreyance Kumar jain, Practicing Company Secretary:

a) In terms of the provisions of Section 203 of the Companies Act, 2013 the Company is required to have whole time Key Managerial Personnel (KMP) as specified in clause (i), (ii) & (iii) of sub - Section (1) of the said Section, however the Company yet to appoint the KMP under clause (ii) & (iii) and the time allowed to comply with the said requirement is already elapse.

b) At certain instances there's delay in filing of Disclosures under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) At certain instances there's delay in submission of Disclosures under SEBI (Prohibition of Insider Trading) Regulations 1992.

COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR

As Concern with point no. (a) Company already appointed Mr. Rakeshchand M Jain as a Managing Director on the Board, Company has also appointed Company Secretary in Board Meeting held on 3rd September, 2015. As concern with appointment of CFO our Management Including Managing Director is capable to handled all such issue smoothly & Conveniently and hence appointment of CFO is not required at this time.

As Concern with point no.(b) & (c) due to the oversight company has delayed in filing the disclosure mentioned in said points. ,

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's 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 annexed to this report.

DEPOSITS:

During the year, the Company has not accepted any deposits under the Companies Act, 2013

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

VIGIL MECHANISM

The Company has established a Whistleblower policy mechanism for Directors and employees to report their genuine concerns, details of the said mechanisms is annexed to this Report.

EXTRACT OF THE ANNUAL RETURN

As per Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in the prescribed Form MGT-9, is annexed to this report.

Related Party Transactions

There have been related party transactions between the Company and the Directors, or their relatives. Accordingly, particulars of transactions with related parties referred to in Section 188(1) along with the justification for entering into such Transaction in Form AOC-2 is annexed to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees and investments made Section 186 of the Companies Act, 2013 is stated in the Notes to Account which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, Disclosures pertaining to remuneration and other de­tails as required under Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the MGT-9 and in notes in Financial accounts.

SUBSIDIARIES COMPANIES:

The Company does not have any subsidiary Company.

DELISTING FROM MADRAS STOCK EXCHANGE (MSE):

The intimation for delisting of its Equity shares has been communicated to the Madras Stock Exchange as per the Resolution passed by the shareholders in the last AGM  for FY 2011-12.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2015, 84.12% of the Company's paid-up share capital representing 7,84,53,380 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company's shares on either of Depositories.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN  EXCHANGE EARNING AND OUTGO:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and co­operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the shareholders for their unstinted support to the Company.

By Order and on behalf of the board

Sd/- Rakeshchand M.Jain

Chairman & Managing Director

Registered Office: 310 V star Plaza, 'A' wing, Chandavarkar Road, Borivali (w) Mumbai - 400 092 (Maharashtra)

 Place: Mumbai

Dated: 3rd September, 2015