డైరెక్టర్ల నివేదిక Andhra Pradesh Tanneries Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the Fiftieth Annual Report together with the Audited Financial Statements for
the year ended on March 31, 2024.

OPERATIONS AND FINANCIAL RESULTS:

The Company’s Plant is still not operational. The working results of the Company shows Net Loss of Rs. 2713000/- for
the financial year 2023-2024 and the losses are due to administrative expenses incurred during the year 2023-2024.

TRANSFER TO RESERVES

There was no transfer made to any Reserve during the year.

DIVIDEND

The Board of directors do not recommend any dividend for the financial year 2023-2024.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Due to no operations, the Management Discussion and Analysis report are not given.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date of
the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors were held during the year on 25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023
and 13.02.2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and Articles of Association, Mrs. Uma Yelavarthy (DIN:
07293822) Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself
for re-appointment.

b) Company Secretary

Mrs. Maitri Gala has resigned as the Company Secretary and Compliance Officer with effect from April 16, 2024.
The Board expresses its gratitude Mrs. Maitri Gala for the services rendered by her during her tenure with the
Company.

c) Cessation

Ms. Sugandha Digambar Shelatkar completion of his Second term as an Independent director from June 22, 2024.
Accordingly Ms. Sugandha Digambar Shelatkar ceased to be Independent Director of the company.

d) Reappointment

The Board at its meeting held on November 13, 2024 re-appointed Mr. Narasimha Reddi Akkineni (DIN: 09435476)
as a Whole-time Director designated as Executive Director and CFO of the Company with effect from December
13, 2024 for a further period of 5 years.

The necessary Special Resolution for re-appointment of Mr. Narasimha Reddi Akkineni (DIN: 09435476) as a Whole¬
time Director designated as Executive Director and CFO for a further period of 5 years has been incorporated in the
notice of the forthcoming Annual General Meeting of the Company along with brief details about him.

DECLARATION FROM INDEPENDENT DIRECTORS

Directors who are independent directors, have given declaration as required under section 149(7) of the Act that each of
them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no
change in the circumstances which may affect their status as independent director during the year. In the opinion of the
Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board of Directors:

The Board of Directors comprises of the following Directors:

Ms. Sugandha Digambar Shelatkar	Independent Director
Mrs. Uma Yelevarthy	Director
Mr. Glen Sylvester Mascarenhas	Independent Director
Mr. Narasimha Reddi Akkineni	Whole-Time Director and CFO
Mr. Vibheeshana Rao Busurothu	Independent Director

The Board of Directors of your Company met 5 (Five) times during the year to deliberate on various matters i.e. on
25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023 and 13.02.2024..

Name of the Director	No. of Board Meetings attended
Ms. Sugandha Digambar Shelatkar	5
Mrs. Uma Yelevarthy	5
Mr. Glen Sylvester Mascarenhas	5
Mr. Narasimha Reddi Akkineni	5
Mr. Vibheeshana Rao Busurothu	5

b. Audit Committee:

The Audit committee of the Board of directors of the Company consists of the following members:

1. Ms. Sugandha Digambar Shelatkar	Independent Director
2. Mr. Vibheeshana Rao Busurothu	Independent Director
3. Mr. Glen Sylvester Mascarenhas	Independent Director

Members of the Audit Committee met 5(Five) times during the year i.e. on 25.05.2023, 10.08.2023, 01.11.2023, 14.11.2023
and 13.02.2024.

The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar	5
Mr. Glen Sylvester Mascarenhas	5
Mr. Vibheeshana Rao Busurothu	5

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board of directors of the Company consists of the following
members:

1. Ms. Sugandha Digambar Shelatkar	Independent Director
2. Mr. Glen Sylvester Mascarenhas	Independent Director
3. Mr. Vibheeshana Rao Busurothu	Independent Director

Members of the Nomination and Remuneration Committee met 1 (One) time during the year i.e. on 25.05.2023.
The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar	1
Mr. Glen Sylvester Mascarenhas	1
Mr. Vibheeshana Rao Busurot	1

d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Board of directors of the Company consists of the following
members:

1. Ms. Sugandha Digambar Shelatkar	Independent Director
2. Mr. Glen Sylvester Mascarenhas	Independent Director
3. Mr. Vibheeshana Rao Busurot	Independent Director

Members of the Stakeholders Relationship Committee met 1 (One) times during the year i.e. on 25.05.2023
The details of meetings attended by the members are as follows:

Name of the Director	No. of Meetings attended
Ms. Sugandha Digambar Shelatkar	1
Mr. Glen Sylvester Mascarenhas	1
Mr. Vibheeshana Rao Busurothu	1

VIGIL MECHANISM

The Company has in place Whistle Blower Policy to provide a mechanism (“Vigil Mechanism”) for employees including
directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the
Section 177 (9) of the Act. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company‘s website (http://
www.aptl.net.in/)

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment
as directors, independent directors, and senior management as adopted by the Board of Directors are placed on the
website of the Company (http://www.aptl.net.in/). There has been no change in the policies since the last financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures;

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

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

(iv) they have prepared the annual accounts on a going concern basis; The Management is in process for making
efforts to revive the operations of the Company.

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has system of internal financial controls commensurate with its nature and size of operation of the
Company.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 Annual Return of the Company as at 31^st March, 2024 is uploaded on the website of
the Company a Welcome to Andhra Pradesh Tanneries Limited (aptl.net.in)

AUDITORS

The Members of the company had, at its Extraordinary General Meeting (EGM) held on Wednesday, January 31,2024
had appointed M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W), be appointed as
statutory auditors of the company as recommended by the Audit committee and approved by the Board of Directors to
fill casual vacancy caused by resignation of M/s Ajay Dhoot & Co., Chartered Accountants, Mumbai (FRN No. 100196W)
and to hold office until the conclusion of the ensuing Annual General Meeting.

The Board of Directors of the Company made its recommendation for appointment of M/s Bhogilal C. Shah & Co.,
Chartered Accountants (Firm Registration No: 101424W) as the Statutory Auditors of the Company for another term of
five years.

M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W) have consented to their
appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with
Section 139 read with Section 141 of the Act. The necessary resolution, seeking approval of the members for the
appointment of M/s Bhogilal C. Shah & Co., Chartered Accountants (Firm Registration No: 101424W) as the Statutory
Auditors of the Company for another term of five consecutive years i.e. from the conclusion of this Annual General
Meeting till the conclusion of Annual General Meeting held in the year 2029 of the Company pursuant to Section 139 of
the Companies Act, 2013, has been proposed at the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s.
Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial
records of the Company for the financial year 2023-2024.

The Secretarial Auditors’ Report is annexed as Annexure I.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors’ report contain qualifications and are also self-explanatory.

As regards observations of Secretarial Auditors in their report, your directors have to state that they are also self¬
explanatory.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

Due to no operations, Conservation of energy, Technology Absorption, Foreign Exchange Earnings and Outgoing are
Not Applicable to the Company.

PARTICULARS OF EMPLOYEES

Due to no operations, there is no employee in the company who are receiving remuneration, so no information is
required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status
of the Company and its future operations.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as
specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013, is not required by
the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the
Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company has in place the risk management policy.

RELATED PARTY TRANSACTIONS

There were no Related Party Transactions during the year.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In view of Non-operational of company Evaluation of Board, its Committees and Individual Directors not carried out.

DISCLOSURE

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

LISTING AGREEMENT AND LISTING FEES

The Company entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 issued on September 2, 2015 effective from December 1, 2015.

The Company has not paid the listing fees to BSE Limited for the year 2023-2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to your Company.

SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Board of Directors has complied with the provisions of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of
Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the
SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018, the
Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are
adopted by the Company and are made available on the Website of our Company.

CORPORATE GOVERNANCE REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance is not mandatory
to the Company.

On behalf of the Board of Directors
ANDHRA PRADESH TANNERIES LIMITED

Place: Mumbai

Date: 14.02.2025 Busurothu Vibheeshana Rao Narasimha Reddi Akkineni

Director Wholetime Director

DIN No. 09435439 DIN No. 09435476

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Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the Fortieth Annual Report together with the Statement of Accounts for the year ended on March 31, 2014

FINANCIAL RESULTS

2013-2014 2012-2013 (Rs) (Rs)

Sales - -

PROFIT - -

Less: Depreciation 30,712 30,712

Interest

PROFIT BEFORE TAX (18,50/487) (16,38,309)

Less: Provision for Taxation

Current Tax - -

Deferred Tax - -

PROFIT AFTER TAX (18,81,199) (16,69,021)

Surplus brought forward from Previous Year (13,10,18,329) (12,93,49,308)

PROFIT AVAILABLE FOR APPROPRIATION - -

General Reserve - -

Proposed Dividend - -

Tax on Proposed Dividend

Surplus Carried Forward (13,28,99,528) (13,10,18,329)

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

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

The Company does not use any technology for its existing business.

There were no foreign exchange earnings or outgo during the year.

DIRECTOR

Mr. Ratheish Yelevarthy, Director would retire by rotation and is eligible for re- appointment.

Ms. Sugandha Shelatkar who was appointed as an Additional Director was appointed as an additional director of the company by the Board of Directors on 23rd June 2014. By virtue of Section 161 of the Companies Act, 1956, she holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment.

In accordance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the appointment of Mr. Jehangir H. C. Jehangir and Ms. Sugandha Shelatkar as Independent Directors of the Company is being placed before the Members at the ensuing annual general meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent directors and are independent of the management.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2014 is attached hereto,

LISTING

The Equity Shares of the Company are listed on BSE Limited and Hyderabad Stock Exchange Limited.

The company has not paid the Annual Listing Fees to BSE Limited for the year 2013- 2014.

DEMATERIALISATION OF SHARES

The Company is awaiting confirmation from National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Report on Management Discussion & Analysis and Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached hereto and form part of this Report

DIRECTORS'' RESPONSIBILITY STATEMENT

We hereby state:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period.

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS'' OBSERVATIONS

The observations made by auditors are self explanatory and do not require further explanation.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/ s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRPERSON Date: 02.07.2014

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Mar 31, 2010

The Directors present herewith the Thirty Sixth Annual Report together with the Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

Particulars 2009- 2010 2008-2009 Rs. Rs.

Sales and other income 2,22,916 7,59,728

Cross Profit/(Loss) before Depreciation (3,07,58,403) (69,14,543) and interest

Less : Provision for Depreciation 1,41,564 7,07,482

Interest 1,79,351 1,66,870

Profit/(loss) before Tax (3,10,58,857) (78,07,415)

less . Provision for Income tax

Net Prof]t/(Loss) (3,10,79,318) (77,88,895)

Add : Balance loss brought forward from (9,45,36,740) (8,67,47,845) previous year .

Profit/(loss) carried to Balance sheet (12,56,16,058) (9,45,36,740)

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

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

The Company does not use any technology for its existing business.

there were no foreign exchange earnings or outgo during the year.

DIRECTOR

Mr. Y. Ratheish and Mr. Jehangir H. Jehangir would retire by rotation and are eligible for re-appointment.

Brief resume of V(r. Y. Ratheish and Mr. jehangir If. Jehangir, nature of his experience in specific functional areas and names of the companies in whom he holds directorship and membership/ chairmanship of committees to the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange is given in the section on Corporate Governance in the Annual Report.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Hyderabad Stock Exchange limited.

The company has paid the Annual Listing Fees to Bombay Stock Exchange Limited for the year 2010-2011.

DEMA TERIALISATION OF SHARES

The Company is awaiting confirmation from National Securities Depository Limited (X'SDI.) and Central Depository Services Limited (CDSL) for dematerialization of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Report on Management Discussion & Analysis anal Corporate Governance and a certificate from the Auditors on the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached hereto and form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We hereby state:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and lair view to the state of affairs to the Company at the end of the financial year and to the loss to the Company for that period.

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS' OBSERVATIONS

The observations made by auditors are self explanatory and do not require further explanation.

AUDITORS

M/s J.I., Bhatt & Company, Chartered Accountants, the Auditors of the company would retire if the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration. FOR AND ON BKHALF OF THE BOARD

CHAIRPERSON

Date: 27.08.2010

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Mar 31, 2009

The Directors present herewith the Thirty Fifth Annual Report together with the Statement of Accounts for the year ended March 31,2009.

Financial Results

Particulars 2008-2009 2007-2008 (Rs.) (Rs.)

Sales and other income 7,59,728 5,69,308

Gross Profit (Loss) before Depreciation 69.14.543 85,48,816 and interest

Less Provision For Depreciation 7,07,482 7,41,814

Interest 1,66,870 4,46,963

Profit (loss) before Tax 77,88,895 97,37,593

Less Provisions for income Tax - -

Net Profile (Loss) 77,88,895 97,37,593

Add: Balance loss brought forward from 8,67,47,845 7,70,10,252 previous Year

Profit loss carried to balance sheet 9,45,36,740 8,67,47,845

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

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

The Company does not use any technology for its existing business.

There were no foreign exchange earnings or outgo during the year.

DIRECTOR

Mr. Subramaniam Sundaram and Mr. Sanjiv Shah would retire by rotation and are eligible for re-appointment.

Brief resume of Mr. Subramaniam Sundaram and Mr. Sanjiv Shah, nature of his experience in specific functional areas and names of the companies m whom he holds directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange is given in the section on Corporate Governance in the Annual Report.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Hyderabad Stock Exchange Limited.

The company has paid the Annual Listing Fees to Bombay Stock Exchange Limited for the Year 2009-2010.

DEMATERIALISATION OF SHARES

The Company is awaiting confirmation from National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialization of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Report on Management Discussion & Analysis and Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached hereto and form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We hereby state:

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

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

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS' OBSERVATIONS

The observations made by auditors are self explanatory and do not require further explanation.

AUDITORS

M/s J.L. Bhatt & Company, Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRPERSON

Date: 19 AUG 2009

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Mar 31, 2008

The Directors present herewith the Thirty Fourth Annual Report together with the Statement of Accounts for the year ended March 31, 2008.

FINANCIAL RESULTS

Particulars 2007- 2008 2006- 2007 (Rs.) (Rs.)

Sales and other income 5,69,308 29,13,516

Gross Profit/(Loss) before Depreciation (85,48,816) (51,17,988) and Interest

Less : Provision for Depreciation 7,41,814 7,57,066

Interest 4,46,963 5,07,429

Profit/ (loss) before Tax (97,37,593) (63,82,483)

Less : Provision for Income tax - -

Net Profit/(Loss) (97,37,593) (63,82,483)

Add : Balance loss brought forward from (7,70,10,252) (7,06,27,769) previous year

Profit/(loss) carried to Balance sheet (8,67,47,845) (7,70,10,252)

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

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

The Company does not use any technology for its existing business.

There were no foreign exchange earnings or outgo during the year.

DIRECTOR

Ms. Aarti Saran and Mr. Y Ratheish would retire by rotation and are eligible for re- appointment.

Brief resume of Ms Aarti Saran and Mr Y Ratheish, nature of his experience in specific functional areas and names of the companies in whom he holds directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange is given in the section on Corporate Governance in the Annual Report.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Hyderabad Stock Exchange Limited.

The company has paid the Annual Listing Fees to Bombay Stock Exchange Limited for the year 2008-2009.

DEMATERIALISATION OF SHARES

The Company is awaiting confirmation from National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) for dematerialisation of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Report on Management Discussion & Analysis and Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached hereto and form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We hereby state:

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

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

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

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS' OBSERVATIONS

The observations made by auditors are self explanatory and do not require further explanation.

AUDITORS

M/s J.L. Bhatt & Company, Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRPERSON

Date: 27.08.2008

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Mar 31, 2007

The Directors present herewith the Thirty Third Annual Report together with the Statement of Accounts for the year ended March 31, 2007.

FINANCIAL RESULTS

Particulars 2006- 2007 2005- 2006 (Rs. in lakhs) (Rs. in lakhs)

Sales and other income 29.13 13.58

Gross Profit/(Loss) before Depreciation and Interest (51.18) (70.25)

Less : Provision for Depreciation (7.57) 6.53

Interest (5.07) 12.28

Profit/ (loss) before Tax (63.82) (89.06)

Less : Provision for Income tax Nil Nil

Net Profit/(Loss) (63.82) (89.06)

Add : Balance loss brought forward from previous year (706.28) (617.22) Profit/(loss) carried to Balance sheet (770.10) (706.28)

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

During the year the Company had strict control on wasteful electrical consumption. Lights and power were switched off wherever not necessary.

The Company does not use any technology for its existing business.

There were no foreign exchange earnings or outgo during the year.

DIRECTOR

Mr. Sanjiv Shah and Mr. Jehangir H. Jehangir would retire by rotation and are eligible for re-appointment.

Brief resume of Shri Sanjiv Shah and Mr. Jehangir H. Jehangir, nature of his experience in specific functional areas and names of the companies in whom he holds directorship and membership/ chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange is given in the section on Corporate Governance in the Annual Report.

Shri Y. Ratheish's term as Managing Director of the company expired with effect from April 30, 2007 but he continues to be the Director of the Company.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and Hyderabad Stock Exchange Limited.

The company has paid the Annual Listing Fees to Bombay Stock Exchange Limited for the year 2006-2007.

DEMATERIALISATION OF SHARES

The Company is awaiting confirmation from National Securities Depository Limited (NTSDL) and Central Depository Services Limited (CDSL) for dematerialisation of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Report on Management Discussion & Analysis and Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached hereto and form part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We hereby state:

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

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

(iii) that 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) that the Directors have prepared the annual accounts on a going concern basis

AUDITORS' OBSERVATIONS

The observations made by auditors are self explanatory and do not require further explanation.

AUDITORS

M/s J.L. Bhatt & Company, Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and arc eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRPERSON



Date : 27.08.200