డైరెక్టర్ల నివేదిక Bobshell Electrodes Ltd.

Mar 31, 2024

Your Directors are pleased to present 30th Annual Report and the company''s audited financial statement for the financial
year ended March 31, 2024.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

(Rs. in Lakh)

PARTICULARS		Year ended on 31st March 2024	Year ended on 31st March 2023
Revenue from Operations	DDOOC	299.41	211.25
Other Income	r nvy w i	213.23	3.65
Total Revenue		512.64	214.91
Profit /(Loss) before Exceptional Item & Tax		209.64	(65.12)
Add: Exceptional Items		0	0
Profit/(Loss) Before Tax		209.64	(65.12)
Less: Deffered Tax		24.04	(0.06)
Net Profit/(Loss) after Tax		185.60	(65.06)
Net Profit/(Loss) carried to Balance Sheet		185.60	(65.06)
Earnings Per Share	PROOF
Basic:	1 1 Ivy vy 1
Diluted:		3.09	(1.08)

YEAR UNDER REVIEW :

During the year under review, the Company has achieved revenue from operations to the tune of 299.41 Lakhs against
211.25 Lakhs in the previous year. The Net Profit of the year is 185.60 Lakhs for the current year as against the Net
Loss of (65.06) Lakhs of the previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

Company Plans to revive its existing plant and machinery so no amount is transferred to General Reserve during the
year.

DIVIDEND:

The Company has not recommended any dividend for current year.

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

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

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

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

EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS
IN THE AUDITOR''S REPORTS:

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s reports, requiring
explanation or comments by the Board.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

INSURANCE:

The Company has taken adequate insurance to cover the risks to its employees, workers plants and machineries,
buildings and other assets, profit and third parties.

RISK MANAGEMENT:

Risk management is embedded in your company''s operating framework. Your company believes that managing risk
helps in maximizing returns. The company''s approach to addressing business risk is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the
company is exposed to are:

• Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company
proactively manages these risks through forward booking, Inventory management and proactive vendor development
practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of
powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished
goods.

• Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The
company is mitigating these risks through regular review of legal compliances carried out through internal as well
as external compliance audits.

• Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various
measures including rolling out strategic talent management system, training and integration of learning and
development activities.

• Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the
company. However, the company has well-defined processes and procedures for obtaining approvals for investments
in new business and capacity expansion etc.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The internal control system is
supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit
committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control
system adequate to the size of the Company exists.

DEPOSITS: rnoOr

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies
Act, 2013 are provided in the notes of Standalone Financial Statement. (Please refer to Note 4 and 5 to financial
statement).

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint
ventures companies, no consolidated financial statements required to be given.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for
the time being in force), the Directors of our Company confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting
standards had been followed and that there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that 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 / loss of the Company for the year under review;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the
time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

iv) The directors had prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;

vi) The directors had devised proper systemtoensurecompliancewiththe provisions of all applicable laws and that
such system were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate
Governance is not applicable on the Company as the Company is not having the paid up share capital exceeding Rs.
10 crores and Net worth is exceeding Rs. 25 crores as on the last date of previous Financial Year.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Company''s net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies
Act 2013 and hence CSR is not applicable to your Company.

RELATED PARTIES TRANSACTIONS:

All the related party transactions are being entered on arm''s length basis, in ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions
made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board. Omnibus approval has been
obtained from Audit Committee, Board of Directors and members for the transactions with the related parties.

Moreover your Directors draw your attention to Note to the financial statement which sets out related party disclosures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were
in the ordinary course of business. 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. Particulars of the contracts or arrangement with related parties referred into
Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as “Annexure - D.

Necessary disclosures required under the Ind AS 24 have been made in Note No. 30 of the Notes to the Financial
Statements for the year ended March 31, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Mudraben Pathak
(DIN: 06688937), Non-executive & Non independent director, will retire by rotation and being eligible, has offered herself
for re-appointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations, 2015, details of Directors retiring by rotation
is provided under explanatory statement of the Notice of the Annual General Meeting.

In Addition to above Mr. Anish Shah has been appointed with the effect from 13th August, 2024 in the capacity of
additional Non-Executive Independent Director for a further period of Five Years subject to approval of Shareholders.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Ms.Jenish Joshi has been appointed as Chief Financial Officer of the Company by the Board with effect from March
1, 2015.

Ms.Parakh Patel has been appointed as Company Secretary and Compliance Officer of the Company by the Board with
effect from September 01, 2017.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors
in accordance with the provisions of the Act. The composition of the Board of Directors of the company is as under:

Sl.No.	Name	Designation	Executive/ Non Executive
1.	Mr.Shailesh M. Joshi	Chairman & Managing Director	Executive
2.	Mr. Kamlesh Shah	Non-Executive Director	Non Executive
3.	Mrs.Mudraben Pathak	Women Director Non Executive	Non Executive
4.	Mr. Anish Shah	Independent Director O	Non Executive
5.	Mr. Rajesh Sutaria	Independent Director	Non Executive

06 (Sixth) Board meetings and an AGM were held during the year. The details of Board Meetings are given below:

Date of meeting	No. of directors present
29/05/2023	5
10/07/2023	5
14/08/2023	5
31/08/2023	5
21/09/2023 (AGM)	5
10/11/2023	5
25/01/2024	5
27/03/2024 (Ind. Director)	3

AUDIT COMMITTEE:

The Composition of Committee is as under:

Sl.No.	Name	Designation	Position in Committee
01	Mr. Kamlesh Shah	Independent Director	Chairman
02	Mr. Anish Shah	Independent Director	Member
03	Mrs. Mudraben Pathak	Non Executive Director	Member

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013.

After the completion of year, the company has reconstituted its Audit Committee the Composition of the Committee
is as under w.e.f. 29th May, 2024.

Sr.No.	Name of the Member	Designation in the Committee
1	Mr. Rajesh Sutaria	Chairman
2	Mr. Anish Shah	Member
3	Mrs.Mudraben Pathak	Member

FUNCTIONS AND POWERS OF AUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit
including observation of the auditors and review of financial statement before their submission to the Board and discuss
any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter
in relating to any terms specified in Section 177 or referred to it by the Board.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and

investigation from time to tome and may require submitting a report to the Board on such matters within the stipulated

time.

The committee on any matter relating to financial management including audit report shall submit a report to the Board

from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

- To 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, Senior Management and other employees;

- To formulate the criteria for evaluation of performance of independent directors and the board of directors;

- To devise a policy on diversity of board of directors;

- To identify persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

- To determine 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.

- To recommend to the board, all remuneration, in whatever form, payable to senior management.

- To review HR Policies and Initiatives.

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.

The Composition of Committee is as under:

Sl.No.	Name	Designation	Position in Committee
01	Mr. Kamlesh Shah	Independent Director	Chairman
02	Mr. Anish Shah	Independent Director	Member
03	Mrs. Mudraben Pathak	Non Executive Director	Member

After the completion of year the company has reconstituted its Nomination and Remuneration Committee, the Composition
of the Committee is as under we f 29th May 2024

Sr.No.	Name of the Member	Designation in the Committee
1	Mr. Rajesh Chinubhai Sutaria	Chairman
2	Mr. Anish Shah	Member
3	Mrs. Mudraben Pathak	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The existing Investor Grievance Committee has been reconstituted and re-named as Stakeholders Relationship Committee.
The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee
is as under:

Sl.No.	Name	Designation	Position in Committee
01	Mr. Kamlesh Shah	Independent Director	Chairman
02	Mr. Anish Shah	Independent Director	Member
03	Mrs. Mudraben Pathak	Non-Executive Director	Member

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non
receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

• Providing guidance and making recommendation to improve service levels for investors.

• Complaints status for the period 01-04-2023 to 31-03-2024.

Number of complaints received	Number of complains pending	Number of complains resolved
1	0	1

After the completion of year the company has reconstituted its Stakeholders Relationship Committee, the Composition
of the Committee is as under w.e.f. 29th May, 2024.

Sr.No.	Name of the Member	Designation in the Committee
1	Mr. Rajesh Chinubhai Sutaria	Chairman
2	Mr. Anish Shah	Member
3	Mrs. Mudraben Pathak	Member

DETAILS OF THE MEETING AND ITS ATTENDANCE ARE GIVEN AS UNDER:

	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee
No. of Meetings held
Attendance
Mr. Kamlesh Shah	4	2	2
Mr. Anish Shah	-	2	2
Mrs. Mudraben Pathak	4	2	2
Mr. Atul Thakkar	4	-	-

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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 &
Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board''s functioning were evaluated such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board,
who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding
the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors
was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 sub-regulation (8) of Regulation of 25 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule
IV of the Companies Act, 2013.

ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been
uploaded on the website of Company and web link of the same is www.Bobshell.net Return-2024.pdf.

REMUNERATION TO DIRECTORS:

The remuneration paid to Directors, Non-Executive Directors and Independent Directors are disclosed in the Annexure
C to the Board Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors,
employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the
functioning of the Whistle Blower mechanism on a quarterly basis. Due to changes in SEBI (Prohibition of Insider
Trading) Regulations, 2015.

The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual
or suspected fraud or violation of the Company''s Code of Conduct or policy.

SHARE CAPITAL & EMPLOYEE STOCK OPTION ETC:

The paid up share Capital of the Company is Rs.537.39 Lacs. During the year there are no issue of equity shares with
differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details
required to be given under various rules issued under the Companies Act 2013 is NIL.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As stipulated by the SEBI, a qualified Practicing Company Secretary/Chartered Accountant carries out the Reconciliation
of Share Capital Audit to reconcile the total admitted share capital with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) and total Issued and Paid-Up Share Capital of the Company.
This audit is carried out every quarter. The audit, inter alia, confirms that the Listed and Paid-Up Share Capital of the
Company is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and
CDSL and the total number of shares in physical form.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. J.D
Khatnani & Associates & Co., Practicing Company Secretaries, Ahmedabad as a Secretarial Auditor to conduct an Audit
of secretarial records and compliances, for the financial year ending on March 31, 2024.

The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed herewith as Annexure-F to this
report and the same does not contain any qualification, reservation or adverse remarks.

AUDITORS AND AUDITORS REPORT:

MAAK & Associates, Chartered Accountants, Ahmedabad (FRN: 135024W) a Firm of Chartered Accountant have been
appointed by the Board of Directors of the Company for the Financial year 2024-25.

M/s MAAK & Associates with FRN :135024W shall hold office up to the conclusion of the next Annual General Meeting
and they shall conduct the Statutory Audit for the Financial Year ending 31.03.2025

There are no specific qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their
auditor''s report. If

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company believes that a strong internal control framework is necessary for business efficiency, management
effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is
designed to provide reasonable assurance related to operation and financial control. The Management of the Company
is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are
adequate and operating adequately.

The audit scope, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee
of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its
compliance with operating systems and policies of the Company and accounting procedures at all the locations of the
Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed
before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being
followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee to handle
all clearing and forwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of Rs.5 Lacs PM. or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, has been provided in
Annexure-E.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is available for inspection by the Members at the Registered
Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Secretarial
Department at the Regd. Office of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board
meetings and Annual General Meetings.

Listing of Shares:

The Company''s Equity Shares are at present listed at Bombay Stock Exchange Limited. The Equity Shares of the
Company are freely tradable on at BSEs and trading thereof have not been suspended at any time during the year under
review. The Company has been regularly and timely making all compliances of the various clauses of the Listing
Agreement and SEBI Regulations from time to time. The Company has duly paid the annual Listing Fees of the Stock
Exchange for and up to the financial year ending on 31.03.2024.

ISIN of the Company : INE896B01011

Share Transfer System:

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are
correct and valid in all respect. Thereby the average time taken in transfer of shares is 15 days. The depositories directly
transfer the dematerialized shares to the beneficiaries.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time
is not applicable to your company hence, your Company is not required to maintain cost records.

Post-employment benefit plans:

Gratuity for employees in India is as per the Payment of Gratuity Act, 1972. Employees who are in continuous service
for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees
last drawn basic salary per month computed proportionately for the number of years of service. Company will pay the
Gratuity payable as and when due.

Applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any proceeding under the Insolvency and Bankruptcy Code, 2016 is
pending, and hence this disclosure is not applicable to the Company.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, the Company has not any obligations towards any Banks or Financial Institutions, hence
this disclosure is not applicable to the Company.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation.
Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for
their untiring efforts and commitment to their duties.

PROOF

Date : August 13, 2024 For and on behalf of board of Directors

Place : Ahmedabad BOBSHELL ELECTRODES LIMITED

Sd/-

Shailesh M Joshi
Chairman & Managing Director
DIN:01453505

---

Mar 31, 2015

Dear Members,

Your Directors present 21 ST Annual Report on the operations and performance together with the Audited Financial Statements for the year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS :

Rs. In Lacs

PARTICULARS FOR THE FOR THE YEAR YEAR ENDED ON ENDED ON 31/03/2015 31/03/2014

Other Income 8,01,714 8,52,679

Total Income. 2,95,02,603 2,76,39,158

Total Expenses 3,05,02,609 2,81,83,401

Profit Before Tax (10,00,006) (5,44,243)

Depreciation 9,88,699 9,30,138

Adjustment For Tax 0 0

Provision for FBT. 0 0

Profit / (Loss)After Tax. (9,87,961) (6,22,242)

Deferred Tax (Assets) Liability (12,045) 77,999

Net Profit / (Loss) for the Year (9,87,961) (6,22,242)

Previous Year Balance B/F (2,50,60,526) (2,44,38,284)

Balance Carried to

Balance Sheet (2,60,48,488) (2,50,60,526)

Earning Per Share (In Rupees) (0.16) (0.10)

OPERATIONAL OVERVIEW :

During the year under review Net Turnover of the Company has been increased from Rs. 2, 76, 39,158/- to Rs.2, 95, 05,603/- as compared to previous year's turnover. However, due to increase in the operational expenditure, the Company has incurred a net loss after tax of Rs. (9,87,961)/- as compared to Rs. (6,22,242)/- in the corresponding year.

DIVIDEND :

Due to loss, your Directors have not recommended dividend for the financial year 2014-15.

BUSINESS ACTIVITY :

The Company is engaged in the business of manufacture of Low Heat Input Welding Electrodes since October 1994. The company has the most modern manufacturing facilities to produce Zero Defect Electrodes. All the facilities required to produce quality electrodes are there under one roof. There was no change in the nature of any of the business activity during the year.

FIXED DEPOSIT :

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT:

In conformity with provision of Clause 32 in the Listing Agreement (s), the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd. (NSE).

The Company has not paid listing fees for the year 2015- 16 to above stock exchanges.

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

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the annexure to this report

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company is not entering into related parties transactions for sale/purchase of goods or services at preferential prices. However, all the transactions in the nature of sales/purchase of goods or services are made on arms length basis. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given in the notes to the accounts vide note no. 31 as per requirements of AS 18.

The Company has formulated various other policies like Risk Management Policy, Evaluation of Board Performance Policy, and CSR Policy etc. etc. All such policies were documented and adopted by the Board in its meeting held on 14.2.2015.

Full details of Risk Management Policy are given in the Corporate Governance Report under the head Whistle Blower Policy.

As the Company is loss making one, the provisions related to CSR is presently not applicable to the Company.

Regarding Performance Review of each of the member of the Board and also the performance of the various Committees and the Board, the Company has adopted the Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the procedure to obtain necessary timely declarations from each of the directors and key managerial personnel from time to time.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company..

CORPORATE GOVERNANCE :

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

BOARD OF DIRECTORS :

Details about the Board of Directors Meetings are attached to the Report on Corporate Governance. Shri Kamlesh M. Shah, will be the Director retiring by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Smt. Jenish Joshi has been appointed as a Chief financial Officer w.e.f. 01st March, 2015.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DECLARATION BY INDEPENDENT DIRECTORS :

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which Ihe is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2015, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

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

c) 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;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)

In compliance with Section 178 (1) as also in compliance with Clause 49 of the Listing Agreement, the Board of Directors do hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of clause 49 of the Listing Agreement.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the Clause 49 of the Listing Agreement and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity & loyalty towards their duties.

d. The Company pays managerial remuneration to its Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers and company's financial position.

e. The Independent Directors are not paid sitting fee for attending Board and other committee meetings as decided by the Board from time to time. This sitting fee is decided considering the financial position of the company.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 4 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in the reports of the Corporate Governance.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual directors, committee of directors, independent directors and board as a whole.

2. For these purpose the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors are evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every directors at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every directors on draft of the minutes and follow up for action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviews and evaluated on the basis of minutes and agenda papers for each of the committee meetings.

5. The performance of independent directors are evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.

DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Total managerial remuneration paid to each of them during the current year and previous year are as under:

I. The Percentage of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

S. Name Desig- Remune- Remune- Total N. of nation ration ration cost of director paid in paid in remune- current previous ration year year of the emplo- cost of yees remune- ration

1. Shri Whole- 1,00,000 1,00,000 24,68,301 Shailesh Time Per Per M .Shah Director month month

2. Smt. CFO Jenish (W.e.F Joshi 1/3/15) NIL NIL 24,68,301

3. Smt. Company Gurpreet secretary Kaur (W.e.F Tuteja 1/3/15) NIL NIL 24,68,301

S. Name % N. of remune- director ration of director to total

1. Shri 20.5% Shailesh M .Shah

2. Smt. Jenish Joshi NIL

3. Smt. Gurpreet Kaur Tuteja NIL

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any in the financial year:

There was increase in remuneration of Chief Financial Officer from March 2015 which has been placed for the member's approval in the Annual General Meeting. The remuneration of Chairman and Managing Director has also increased subject to the approval of members in this Annual General Meeting.

III. The percentage increase in the median remuneration of employees in the financial year:

During the year the total remuneration of employees was Rs. 24,68,301/- as against Rs. 23,26,913/- in the previous year constituting a net increase of Rs. 14,71,388/-. This increase in remuneration of employees was due to increase in overall inflation index.

IV. The number of permanent employees on the rolls of company:

There were 18 permanent employees on the rolls of company.

V. The explanation on the relationship between average increase in remuneration and company performance;

NOT APPLICABLE as there was no substantial increase in remuneration of any employee during the year. The increase was only due to increase in inflation index.

VI. Comparison of the remuneration of the Key managerial personnel against the performance of the company :

The KMP i.e. whole time Directors, Company Secretary, CFO are being paid total Remuneration of Rs.12.00 Lacs per annum in the current year.

VII. Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Earning Per share for the financial year ended on 31/03/2014:Rs. (0.16)/-

Earning per share for the financial year ended on 31/03/2015: Rs. (0.10)/-

Regarding other information like Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies is not given herewith since Company had made IPO more than 5 Years before and there was no substantial variation in the market price of shares of the company. Company's EPS is negative and hence PE Ratio is not given.

VIII. Comparison of the remuneration of each key managerial personnel against the performance of the company;

As the company is paying minimum managerial remuneration to its managerial personnel and the Company is the loss making one the comparison of remuneration of each of the KMP with performance of the company is not comparable.

Since WTDs are being paid minimum remuneration and other KMPs are getting remuneration as per prevailing industry norms, it is not possible to compare remuneration with the performance of the company.

IX. The key parameters for any variable component of remuneration availed by the directors; NOT APPLICABLE.

X. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

There were no employees who are receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

XI. Affirmation that the remuneration is as per the remuneration policy of the Company.

All remuneration of the Employees and directors are paid as per remuneration policy of the Company.

PARTICULARS OF THE EMPLOYEES

Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are not attached with this report since there was no employee who was in receipt of remuneration in excess of Rs.5, 00,000 per month during the year or Rs. 60 Lacs per annum in the aggregate if employed part of the year.

AUDITORS :

STATUTORY AUDITORS :

M/s.DJNV & CO., Chartered Accountants, an Auditors firm are statutory auditors of the company since incorporation. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the statutory auditors of the company for financial years 2014-15, 2015- 16, 2016-17, and 2017-18. Accordingly Statutory Auditors of the company have given their letter of consent and confirmation under section 141(1) the Companies Act 2013 for their appointment as Statutory Auditors of the Company up to the financial year 2017-18 hence, the Board has now proposed to appoint the Statutory Auditors for a period of up to 2017-18. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

COST AUDITORS :

M/s. Chirag Modh & Associates, Cost Accountants have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under.

INTERNAL AUDITOR :

The Company has appointed an Independent firm of Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the audit Committee in order to strengthen the internal control system for the Company.

SECRETARIAL AUDITOR :

The Company has appointed M/s .BHARAT KUMAR TANK & ASSOCIATED. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

OBSERVATION OF THE SECRETARIAL AUDITOR :

The Company has not paid the Listing Fees of the Bombay Stock Exchange for the financial year 2015-16.The trading of shares of the company is suspended from Bombay Stock Exchange.The company is yet to enter in to a Two Party Agreement for the appointment of full- fledged Registrar and Transfer Agent.

EXPLANATION TO THE AUDITORS' REMARKS :

The Auditors Report for the year ended 31st March, 2015 and the notes forming part of accounts referred to in the Auditor's Report are self explanatory and give complete information.

MATERIAL CHANGES / INFORMATION :

1. No material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company. However, net worth of the company has been completely eroded and Board has decided to approach BIFR under SICA for declaring company as sick unit.

2. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future.

APPRECIATION :

Your Directors place on record their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Company's shareholders in its entire endeavor.

By order of the Board Date : 30th May, 2015 SD/- Place : Ahmedabad Shailesh M.Joshi Chairman & Managing Director

---

Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting herewith the 20th Audited Annual Report for the year ended on 31st March, 2014 of your Company.

FINANCIAL HIGHLIGHT:

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE FOR THE YEAR YEAR ENDED ON ENDED ON 31/03/2014 31/03/2013

Income From Sales (Net) 2,67,86,479 3,08,33,565

Other Income 8,52,679 8,17,445

Total Income 2,76,39,158 3,16,51,010

Total Expenses 2,81,83,401 3,23,81,709

Profit Before Tax (5,44,243) (7,30,699)

Depreciation 9,30,138 7,90,717

Adjustment For Tax 0 0

Provision for FBT. 0 0

Profit/(Loss) After Tax. (6,22,242) (8,17,485)

Deferred Tax (Assets) Liability 77,999 86,786

Net Profit/(Loss) for the Year (6,22,242) (8,17,485)

Previous Year Balance B/F (2,36,20,799) (2,28,68,086)

Balance Carried to Balance Sheet (2,50,60,526) (2,44,38,284)

Earning Per Share (In Rupees) (0.10) (0.14)

DIVIDEND:

Due to negative Earning Per share, loss brought forward from the last year and loss after differed tax provision, your Directors do not recommend any amount to be paid as a dividend.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

BUY BACK OF SHARES:

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

SHARE CAPITAL STRUCTURE:

There was no change in total value of Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

YEAR UNDER REVIEW:

During the year under review your company has earned a Total income of Rs 2,76,39,158 (Previous Year of Rs. 3,16,51,010), After deduction of all Expenses of Rs. 2,81,83,401 (Previous year Rs. 3,23,81,709) your company has incurred a net loss of Rs. 6,22,242/- (Previous Year Operating Loss of Rs. 8,17,485/-) which is carried to balance sheet. At the year end, total accumulated losses were at Rs. 2,50,60,526/- (Previous year were at Rs. 2,44,38,284). The Company still holds positive net worth and is not a sick Industry. During the year, the company has repaid all its bank''s liabilities and there is no interest liability for next financial year. This will add the profitability of the company. Further the improved cash flow in the company will entitle it negotiate further for raw material cost and ultimately improve the possibilities of earning profit margin on per unit of production.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

(CLAUSE 49 OF THE LISTING AGREEMENT)

The present Board of Directors consists of 4 directors out of which two are the Promoter directors and two are Independent non-executive directors. Accordingly the present Board of Directors now complies with the provisions of clause 49 of the Listing Agreement. The detailed report on Corporate Governance is annexed.

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO SMDRP/CIR-14/98 DATED APRIL 29TH, 1998

The Company''s shares are at present listed on Bombay Stock Exchange. The complete address is given elsewhere in this report. The Company has made all compliances of the Listing Agreement with the Bombay Stock Exchange during the year.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY:

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization by investors. The company has paid the dues of depositories i.e. NSDL and CDSL and Registrar and Transfer Agent up to the date.

ENVIRONMENT PROTECTION:

The Company is engaged in the business of manufacture of welding rods. The process does not generate any type of Air or water pollution. The water is being used only for sanitation purpose. The metal scrap is being disposed off in regular manner as per practice prevailing in the industry. The manufacturing process does not generate any type of pollution.

INSURANCE AND PROTECTION OF ASSETS:

The Company''s all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved and reputed insurance companies.

DEPOSITS:

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under section 73(1) of Companies Act 2013 (section 58A of Companies Act, 1956).

DIRECTORS:

During the year under review Shri Shailesh M. Joshi shall retire by rotation. He is eligible for reappointment as director and has offered himself for directorship of the company. Your directors recommend reappointing him by passing the required resolution. Shri Manshanker T. Joshi has resigned from the post of Director w.e.f. 20/05/2014 due to old age and ill health and the Board has passed resolution on 30/05/2014 to give effect to his resignation. Your Directors put on record the word of appreciation for the valuable time and services provided by Shri Manshanker T. Joshi during his tenure as Director with the company and also thank him for the valuable guidance provided by him. Except this during the year there was no change in the constitution of the directors.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA)):

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That as far as possible and except for AS-15 on making provision for retirement benefits for Gratuity for employees, in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities.

(D) That they have prepared the annual account on a going concern basis.

(E) The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively.

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

DECLARATION AS TO INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) of the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key mana- gerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years im- mediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITOR:

M/s. DJNV & CO., Present Statutory auditors of the company have given their letter of consent and confirmation under section 224 (1B) of the Companies Act 1956 for reappointment as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period of 3 years as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION:

The Auditor''s Report for the Year ended 31st March 2014 and the notes forming part of accounts referred to in the Auditor''s Report are self explanatory and give complete information.

EMPLOYEES: (SECTION 217 (2A)):

There are no employees of the company who were in receipt of the remuneration of Rs. 60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011 is not applicable to the Company.

FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE:

In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 2 independent directors and one promoter director. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

MATERIAL DEVELOPMENT:

Except the information given in this report, no material development has taken place in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)):

The information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act - 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given in the annexure to this report.

APPRECIATION:

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.

ON BEHALF OF THE BOARD OF DIRECTORS OF BOBSHELL ELECTRODES LIMITED

SD/- DATE : 27th May, 2014 (SHAILESH M. JOSHI) PLACE : AHMEDABAD CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2012

To , The Members of BOBSHELL ELECTRODES LIMITED

Dear Shareholders,

The directors have pleasure in presenting herewith the 18th Audited Annual Report for the year ended on 31st March, 2012 of your Company.

FINANCIAL HIGHLIGHT :

The Financial performance of the company during the year is as under :

PARTICULARS FOR THE FOR THE YEAR YEAR ENDED ON ENDED ON 31/03/2012 31/03/2011

Income From Sales(Net) 2,55,88,732 2,49,61,183

Other Income 6,48,208 5,70,799

Total Income. 2,62,36,940 2,51,88,300

Total Expenses 2,68,73,680 2,49,95,050

Profit Before Depreciation & Tax (63,739) 1,33,212

Depreciation 7,68,259 8,29,452

Adjustment For Tax 0 36,000

Provision for FBT. 0 0

Profit / (Loss) After Tax. (7,52,713) (33,754)

Deferred Tax (Assets) Liability 1,15,973 1,66,966

Net Profit / (Loss) for the Year (7,52,713) (33,754)

Previous Year Balance B/F (2,27,78,031) (2,26,01,257)

Balance Carried to Balance Sheet (2,28,68,086) (2,28,34,332)

Earning Per Share (In Rupees) (-0.125) (0.006)



DIVIDEND :

Due to negative Earning Per share, loss brought forward from the last year and loss after differed tax provision, your Director do not recommended any amount to be paid as a dividend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND :

The Company has no any liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or

Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

BUY BACK OF SHARES :

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provisions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not required to complete any such formalities as provided in the Companies Act on account of Buy Back Of Shares.

CAPITAL STRUCTURE OF THE COMPANY :

The Company has not issued any share of any nature during the year under review. There were no changes in the Capital structure of the Company during the year.

YEAR UNDER REVIEW :

During the year under review your company has earned a Total income of Rs 2, 62,36,940 (Previous Year of Rs.2,51,88,300), After deduction of all Expenses of Rs. 2,68,73,680 (Previous year Rs. 2,49,95,050) your company has earned a net loss of 7,52,713 (Previous Year Operating Loss of Rs.33,754/-) which is carried to balance sheet. At the year end, total accumulated losses were at Rs. 2, 36, 20,799 (Previous year were at Rs. 2, 28, 68,086). The Company still holds positive net worth and is not a sick Industry. During the year, the company has repaid all its bank''s liabilities and there is no interest liability for next financial year. This will add the profitability of the company. Further the improved cash flow in the company will entitle it negotiate further for raw material cost and ultimately improve the possibilities of earning profit margin on per unit of production.

COMPLIANCE TO CODE OF CORPORATE

GOVERNANCE :

(CLAUSE 49 OF THE LISTING AGREEMENT)

The Present board of directors is not in compliance with the clause 49 of the Listing Agreement. At present the Board is consisting of only 3 directors. Two are promoter directors and one is an independent director. The company is in process of inviting more professional persons to join the board as directors. However, due to accumulated financial losses and the size of the company being that of a small scale sector the management find it difficult to find independent professional directors to join the board. However, the company expects to complete the process of compliance with the corporate governance norms by end of the next financial year. In view of the same, corporate governance report is not given herewith.

INFORMATION PURSUANT TO THE LISTING AGREE- MENT AND SEBI CIRCULAR NO SMDRP / CIR- 14 / 98 DATED APRIL 29TH, 1998

The Company''s shares are at present listed on Ahmedabad and Mumbai Stock Exchanges. The complete address is given elsewhere in this report. The Company has paid the Annual listing fees for of Ahmedabad stock exchange. However, the same has been paid for Mumbai Stock Exchange. The shares of the company are traded on both the stock exchanges due to payment of Annual Listing fees and compliance with corporate governance norms

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY :

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization by investors. Due to non payment of Annual Maintenance charges of NSDL and CDSL as well as Sharepro services (India) Pvt.Ltd. the company is not getting timely information from the Depositories hence the company could not confirm the Dematerialization of shares of investors in time.

ENVIRONMENT PROTECTION :

The Company is engaged in the business of manufacture of welding rods. The process does not generate any type of Air or water pollution. The water is being used only for sanitation purpose. The metal scrap is being disposed off in regular manner as per practice prevailing in the industry. The manufacturing process does not generate any type of pollution.

INSURANCE AND PROTECTION OF ASSETS :

The Company''s all fixed assets and tangible movable assets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved and reputed insurance companies. During the year the company has not made any insurance claims and no such claims are pending for settlement.

DEPOSITS : (SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

DIRECTORS :

During the year Shri Manshankar Joshi shall retire by rotation. Your directors recommend reappointing him by passing the required resolution. Except this during the year there was no change in the constitution of the directors.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA))

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That as far as possible and except for AS-15 on making provision for retirement benefits for Gratuity for employees, in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That as far as possible and except for AS-15 on making provision for retirement benefits for Gratuity for employees, in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(C) That they 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 for preventing and detecting fraud and other irregularities.

(D) That they have prepared the annual account on a going concern basis.

STATUTORY AUDITOR :

The name of the firm M/s. Khandhar & Parikh, Chartered Accountants were changed to M/s. DJNV & CO. Mr. Vasant. L. Patel, Chartered Accounts, is a partner of the said firm. Hence, practically, there is no change in the Auditors during the year. The retiring auditors have given their letter of consent and confirmation under section 224(1B) of the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION :

Notes to the Accounts are self explanatory in nature. The Company has not made provision for Gratuity in the financial accounts for the year. This is because except the Managing Director no persons have put in the qualified services to be eligible for payment of gratuity. Managing Director is not covered under the provisions of the Act. However the gratuity as per provisions of the Appointment Agreement is payable only upon the attaining the age of maturity for gratuity. The management will take sufficient steps to make necessary provision for this expense and will also arrange to create a separate fund for the purpose in future.

EMPLOYEES : (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of RS. 24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of RS. 2,00,000/- in the aggregate if employed for a part of the year. Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)

As stated in para corporate governance the present Board of Directors being not as per the requirements of Listing Agreement and the provisions of section 292A the company has yet not formed the Audit Committee within the organization. The management is taking active steps to regularize and make legal compliance in this regard immediately.

MATERIAL DEVELOPMENT :

No material development has taken place in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)) :

As the Company is a trading Company and not engaged in the manufacturing activating the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act – 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are given in the annexure to this report.

APPRECIATION :

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.

ON BEHALF OF THE BOARD OF DIRECTORS OF BOBSHELL ELECTRODES LIMITED

SD/-

(Shailesh M. Joshi)

DATE : 4th September, 2012 CHAIRMAN &

PLACE : AHMEDABAD MANAGING DIRECTOR

---

Mar 31, 2011

To , The Members of BOBSHELL ELECTRODES LIMITED

Dear Shareholders,

The directors have pleasure in presenting herewith the 17th Audited Annual Report for the year ended on 31st March, 2011 of your Company.

FINANCIAL HIGHLIGHT :

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE FOR THE YEAR YEAR ENDED ON ENDED ON 31/03/2011 31/03/2010

Income From Sales(Net) 24617501 21648596

Other Income 570799 380129

Total Income. 25188300 22028725

Total Expenses

(Including Depreciation) 24995049 21952970

Depreciation 829451 895287

Profit Before Tax and exceptional & Extra ordinary Item 193250 75755

Adjustment For Tax for earlier years 60038 8070

Provision for FBT. 0 0

Profit / (Loss) Before Tax. 133212 67685

Current tax 36000 12000

Deferred Tax (Assets) Liability 130966 111986

Net Profit / (Loss) for the Year (33754) (56301)

Previous Year Balance B/F (22834332) (22778031)

Balance Carried to

Balance Sheet (22868086) (22834332)

Earning Per Share (In Rupees) (-0.0056) (-0.01)

DIVIDEND :

Due to negative Earning Per share, loss brought forward from the last year and loss after differed tax provision, your Director do not recommended any amount to be paid as a dividend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND :

The Company has no any liability on account of unpaid/ unclaimed dividend which may be required to be trans- ferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstand- ing unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share appli- cation money.

BUY BACK OF SHARES :

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provisions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not required to complete any such formalities as provided in the Companies Act on account of Buy Back Of Shares.

CAPITAL STRUCTURE OF THE COMPANY :

The Company has not issued any share of any nature during the year under review. There were no changes in the Capital structure of the Company during the year.

YEAR UNDER REVIEW :

In year under review Total Income during the year is 25188300 and for previous year 22028725 . Total expense for current year is 24995049 & for pre yr Total exp. is 21952970. After deduction of all Expenses of Rs. 214.71 Lacs (Previous year Rs. 285.36 Lacs) your company has earned a net profit of Rs. 75,754/- (Previous Year Operating Profit of Rs.17,357/-). The Company has after all provisions incurred a net loss for current year is 33,754 and for prev yr it is 56,301 which is carried to balance sheet. At the year end, total accumulated losses were at Rs. 228.34 Lacs (Previous year were at Rs. 227.78 Lacs). The Company still holds positive net worth and is not a sick Industry. During the year, the company has repaid all its bank''s liabilities and there is no interest liability for next financial year. This will add the profitability of the company. Further the improved cash flow in the company will entitle it negotiate further for raw material cost and ultimately improve the possibilities of earning profit margin on per unit of production.

COMPLIANCE TO CODE OF CORPORATE

GOVERNANCE :

(CLAUSE 49 OF THE LISTING AGREEMENT)

The Present board of directors is not in compliance with the clause 49 of the Listing Agreement. At present the Board is consisting of only 3 directors. Two are promoter directors and one is an independent director. The company is in process of inviting more professional persons to join the board as directors. However, due to accumulated financial losses and the size of the company being that of a small scale sector the management find it difficult to find independent professional directors to join the board. However, the company expects to complete the process of compliance with the corporate governance norms by end of the next financial year. In view of the same, corporate governance report is not given herewith.

INFORMATION PURSUANT TO THE LISTING AGREE- MENT AND SEBI CIRCULAR NO SMDRP / CIR- 14 / 98 DATED APRIL 29TH, 1998

The Company''s shares are at present listed on Ahmedabad and Mumbai Stock Exchanges. The complete address is given elsewhere in this report. The Company has not paid the Annual listing fees for the past years as well as current years of Ahmedabad stock exchange. However, the same has been paid for Mumbai Stock Exchange. The shares of the company are not traded on both the stock exchanges due to non payment of Annual Listing fees and non compliance with corporate governance norms, the trading on the Mumbai stock Exchange is suspended. The management is taking active steps to regularize the matter at the earliest.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY :

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization by investors. Due to non payment of Annual Maintenance charges of NSDL and CDSL as well as Sharepro services (India) Pvt.Ltd. the company is not getting timely infor- mation from the Depositories hence the company could not confirm the Dematerialization of shares of investors in time.

ENVIRONMENT PROTECTION :

The Company is engaged in the business of manufacture of welding rods. The process does not generate any type of Air or water pollution. The water is being used only for sanitation purpose. The metal scrap is being disposed off in regular manner as per practice prevailing in the industry. The manufacturing process does not generate any type of pollution.

INSURANCE AND PROTECTION OF ASSETS :

The Company''s all fixed assets and tangible movable assets are properly insured against all available commer- cial risks like fire, flood, earthquake and other extraneous perils from the approved and reputed insurance compa- nies. During the year the company has not made any insurance claims and no such claims are pending for settlement.

DEPOSITS : (SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

DIRECTORS :

During the year Shri Manshankar T. Joshi shall retire by rotation. Your directors recommend reappointing him by passing the required resolution. Except this during the year there was no change in the constitution of the directors.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA))

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That as far as possible and except for AS-15 on making provision for retirement benefits for Gratuity for employees, in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period:

(C) That they 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 for preventing and detecting fraud and other irregularities.

(D) That they have prepared the annual account on a going concern basis.

STATUTORY AUDITOR :

The name of the firm M/s. D J N V & CO.,the retiring auditors have given their letter of consent and confirmation under section 224(1B) of the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION :

Notes to the Accounts are self explanatory in nature. The

Company has not made provision for Gratuity in the financial accounts for the year. This is because except the Managing Director no persons have put in the qualified services to be eligible for payment of gratuity. Managing Director is not covered under the provisions of the Act. However the gratuity as per provisions of the Appointment Agreement is payable only upon the attaining the age of maturity for gratuity. The management will take sufficient steps to make necessary provision for this expense and will also arrange to create a separate fund for the purpose in future.

EMPLOYEES : (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of RS. 60,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of RS. 5,00,000/- in the aggregate if employed for a part of the year. Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)

As stated in para corporate governance the present Board of Directors being not as per the requirements of Listing Agreement and the provisions of section 292A the company has yet not formed the Audit Committee within the organization. The management is taking active steps to regularize and make legal compliance in this regard immediately.

MATERIAL DEVELOPMENT :

No material development has taken place in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)) :

As the Company is a trading Company and not engaged in the manufacturing activating the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act – 1956 and the Companies (Dis- closure of particulars in the Report of Board of Directors ) Rules 1988 are given in the annexure to this report.

APPRECIATION :

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appre- ciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.

ON BEHALF OF THE BOARD OF DIRECTORS OF BOBSHELL ELECTRODES LIMITED

SD/-

(Shailesh M. Joshi)

DATE : 11th August, 2011 CHAIRMAN &

PLACE : AHMEDABAD MANAGING DIRECTOR

---

Mar 31, 2010

To The Members of BOBSHELL ELECTRODES LIMITED

Dear Shareholders,

The directors have pleasure in presenting herewith the 16th Audited Annual Report for the year ended on 31st March, 2010 of your Company.

FINANCIAL HIGHLIGHT :

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE FOR THE YEAR YEAR ENDED ON ENDED ON 31/03/2010 31/03/2009

Income Sales(Net) 2,16,48,596 3,06,88,884

Other Income 3,80,129 80,418

Increase/Decrease in Stock (5,57,778) (22,33,575)

Total Income. 2,14,70,947 2,85,35,727

Total Expenses 2,13,95,193 2,85,18,370

Profit Before Depreciation & Tax 9,71,041 14,31,975

Depreciation 895287 14,14,618

Adjustment For Tax 0 1,11,643

Provision for FBT. 0 43,237

Profit / (Loss) After Tax. 55,684 (1,37,523)

Deferred Tax (Assets) Liability 1,11,986 (39,251)

Net Profit / (Loss) for the Year (56301) (1,76,774)

Previous Year Balance B/F (2,27,78,031)(2,26,01,257)

Balance Carried to Balance Sheet (2,28,34,332)(2,27,78,031)

Earning Per Share (In Rupees) (-0.01) (0.03)

DIVIDEND :

Due to negative Earning Per share, loss brought forward from the last year and loss after differed tax provision, your Direc- tor have not recommended any amount to be paid as a divi- dend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND :

The Company has no any liability on account of unpaid/ un- claimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstand- ing unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

BUY BACK OF SHARES :

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provi- sions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not required to complete any such formalities as provided in the Companies Act on account of Buy Back Of Shares.

CAPITAL STRUCTURE OF THE COMPANY :

The Company has not issued any share of any nature during

the year under review. There were no changes in the Capital structure of the Company during the year.

YEAR UNDER REVIEW :

During the year under review your company has earned a Total income of Rs 214.71 Lacs (Previous Year of Rs. 285.36 Lacs), After deduction of all Expenses of Rs. 214.71 Lacs (Previous year Rs. 285.36 Lacs) your company has earned a net profit of Rs. 75,754/- (Previous Year Operating Profit of Rs.17,357/-). The Company has after all provisions incurred a net loss of Rs.56,301/- (Previous Year net loss of Rs. 1,76,774/-) which is carried to balance sheet. At the year end, total accumulated losses were at Rs. 228.34 Lacs (Previous year were at Rs. 227.78 Lacs). The Company still holds positive net worth and is not a sick Industry. During the year, the company has repaid all its bank''s liabilities and there is no interest liability for next financial year. This will add the profitability of the company. Further the improved cash flow in the company will entitle it negotiate further for raw material cost and ulti- mately improve the possibilities of earning profit margin on per unit of production.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: (CLAUSE 49 OF THE LISTING AGREEMENT) :

The Present board of directors is not in compliance with the clause 49 of the Listing Agreement. At present the Board is consisting of only 3 directors. Two are promoter directors and one is an independent director. The company is in pro- cess of inviting more professional persons to join the board as directors. However, due to accumulated financial losses and the size of the company being that of a small scale sector the management find it difficult to find independent professional directors to join the board. However, the com- pany expects to complete the process of compliance with the corporate governance norms by end of the next financial year. In view of the same, corporate governance report is not given herewith.

INFORMATION PURSUANT TO THE LISTING AGREE- MENT AND SEBI CIRCULAR NO SMDRP / CIR- 14 / 98 DATED APRIL 29TH, 1998

The Company''s shares are at present listed on Ahmedabad and Mumbai Stock Exchanges. The complete address is given elsewhere in this report. The Company has not paid the Annual listing fees for the years 2010-2011 of Ahmedabad stock exchange. However, the same has been paid for Mumbai Stock Exchange. The shares of the company are not traded on both the stock exchanges due to non payment of Annual Listing fees and non compliance with corporate governance norms, the trading on the Mumbai stock Exchange is suspended. The management is taking active steps to regularize the matter at the earliest.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY :

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization by in- vestors. Due to non payment of Annual Maintenance charges of NSDL and CDSL as well as Sharepro services (India) Pvt.Ltd. the company is not getting timely information from the Depositories hence the company could not confirm the Dematerialization of shares of investors in time.

ENVIRONMENT PROTECTION :

The Company is engaged in the business of manufacture of welding rods. The process does not generate any type of Air or water pollution. The water is being used only for sanita- tion purpose. The metal scrap is being disposed off in regu- lar manner as per practice prevailing in the industry. The manufacturing process does not generate any type of pollu- tion.

INSURANCE AND PROTECTION OF ASSETS :

The Company''s all fixed assets and tangible movable as- sets are properly insured against all available commercial risks like fire, flood, earthquake and other extraneous perils from the approved and reputed insurance companies. Dur- ing the year the company has not made any insurance claims and no such claims are pending for settlement.

DEPOSITS : (SECTION 58A)

During the year under review your company has neither in- vited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Compa- nies Act-1956.

DIRECTORS :

During the year Shri Kashyap P. Pathak shall retire by rota- tion. Your directors recommend reappointing him by pass- ing the required resolution. Except this during the year there was no change in the constitution of the directors.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217(2AA))

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm :

(A) That as far as possible and except for AS-15 on mak- ing provision for retirement benefits for Gratuity for em- ployees, in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period:

(C) That they have taken proper and sufficient care for the maintenance of adequate accounting records in ac- cordance with the provisions of this Act for safeguard- ing the assets of the company for preventing and de- tecting fraud and other irregularities.

(D) That they have prepared the annual account on a go- ing concern basis.

STATUTORY AUDITOR :

The name of the firm M/s. Khandhar & Parikh, Chartered Accountants were changed to M/s. DJNV & CO. Mr. Vasant. L. Patel, Chartered Accounts, is a partner of the said firm. Hence, practically, there is no change in the Auditors during the year. The retiring auditors have given their letter of con- sent and confirmation under section 224(1B) of the Compa- nies Act 1956 for reappointment as Statutory Auditors of the

Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is pro- posed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION :

Notes to the Accounts are self explanatory in nature. The Company has not made provision for Gratuity in the financial accounts for the year. This is because except the Managing Director no persons have put in the qualified services to be eligible for payment of gratuity. Managing Director is not covered under the provisions of the Act. However the gratuity as per provisions of the Appointment Agreement is payable only upon the attaining the age of maturity for gratuity. The management will take sufficient steps to make necessary provision for this expense and will also arrange to create a separate fund for the purpose in future.

EMPLOYEES : (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of RS. 24,00,000/- in the aggregate if em- ployed for the year and in receipt of the monthly remunera- tion of RS. 2,00,000/- in the aggregate if employed for a part of the year. Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

FORMATION OF THE AUDIT COMMITTEE (SECTION 292A)

As stated in para corporate governance the present Board of Directors being not as per the requirements of Listing Agree- ment and the provisions of section 292A the company has yet not formed the Audit Committee within the organization. The management is taking active steps to regularize and make legal compliance in this regard immediately.

MATERIAL DEVELOPMENT :

No material development has taken place in the Company from the closure of the financial year till the date of this an- nual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION: (SECTION 217 (1) (E)) :

As the Company is a trading Company and not engaged in the manufacturing activating the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act – 1956 and the Companies (Disclosure of par- ticulars in the Report of Board of Directors ) Rules 1988 are given in the annexure to this report.

APPRECIATION :

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedica- tion & Committee of all our employees, without which the continuing progress of the Company would not have been possible. ON BEHALF OF THE BOARD OF DIRECTORS OF BOBSHELL ELECTRODES LIMITED

SD/-

(Shailesh M. Joshi)

PLACE : AHMEDABAD CHAIRMAN &

DATE : 20th August, 2010 MANAGING DIRECTOR