డైరెక్టర్ల నివేదిక Encode Packaging India Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 30^th Annual Report on the Business and Operations and the
accounts for the Financial Year ended 31^st March, 2025 of the Company.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year figures is given
hereunder:

Particulars	For the year ended on	For the year ended
	31.03.2025	on 31.03.2024
Revenue from Operations	0.28	460.17
Other Income	0.00	2.12
Finance Charges	0.01	0.01
Provision for Depreciation	0.00	25.92
Profit Before Tax	-7.18	11.17
Less: Current Tax	0.00
Deferred Tax		(1.25)
Profit After Tax	-7.18	12.42
Proposed Dividend on Equity Shares	0.00	0.00
Tax on proposed Dividend	0.00	0.00
Transfer to Reserves	0.00	0.00
Surplus carried to Balance Sheet	-7.18	12.42

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance are as under:

• Revenue from operations decreased to 0.28 Lakhs in current year as compared to previous year.

3. PROPOSED TRANSFER TO GENERAL RESERVES

As per section 134(3) (j) of Companies Act, 2013, No amount has transferred to the General Reserve.

4. DIVIDEND

In order to conserve the resources of the Company, the director''s have decided not to declare any Dividend for the
financial year 2024-25.

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

The Management of the Company made diversification of the Company and setup the business areas in Gujarat,
therefore Company shifted the registered office of the Company from the State of Punjab situated at "D-82, Focal
Point Extension Jalandhar City, Punjab -144001, India" to C/301, ELANZA CREST, NR SIGMA HOUSE, B/H RAJPATH,
SINDHU BHAVAN ROAD, BODAKDEV, Thaltej, Ahmedabad, Daskroi, Gujarat, India, 380059.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is none of the above-mentioned order(s) which impacts the going concern status and company''s operations
in future.

7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE
COMPANY

The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks
and a framework for mitigating controls and reporting mechanism of such risks.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

10. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of
annual return of the financial year 2024-25 on its website at https://encodepackaging.com/

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 of Companies act,
2013 is NIL during the Year.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its
Responsibility Statement that:-

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

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

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

14. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review, no amount of
principal or interest was outstanding as on the date of balance sheet.

15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Meetings

The Board of Directors of the Company met 10 (Ten) times during the financial year 2024-25. The Details of
above-mentioned Board Meetings are provided in Corporate Governance Report annexed herewith.

b) Changes in Directors And Key Managerial Personnel

1. Resignation of Mr. Mahipal Rawat (DIN: 09689753) from the post of Independent Director of the
company w.e.f. 09.04.2024.

2. Resignation of Mr. Rajvir Singh (DIN: 07807886) from the post of director of the company w.e.f.

09.04.2024

3. Appointment of Mr. Heera Lal Kumar (DIN: 10611510) as an Independent Director w.e.f 31.08.2024

4. Appointment of Mr. Kiran Bhartabhai Mistri (DIN: 10611534) as an Independent Director w.e.f

31.08.2024

5. Resignation of Mr. Shagun Dewan(ACS-39872) from the post of Company Secretary (CS) of the
company w.e.f. 6.12.2024

6. Appointment of Mr. Alpesh Madhubhai Dangodra (DIN: 10627639) as an Additional Whole Time
Director w.e.f 27.01.2025

7. Appointment of Mr. Shagun Dewan (ACS-39872) as the Company Secretary and Compliance Officer
(Key Managerial Personnel) of the Company w.e.f., 06.03.2025.

c) Independent Directors

The Company has received declarations from all the Independent Directors of the Company under Section
149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section
149(6) of the above Act.

d) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Act -NIL

e) Board Committees

The Board has constituted 3 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

f) Board Evaluation

As required under the provisions of Section 134(3) (p), the Board has carried out an annual performance
evaluation of its own performance and the manner in which such performance evaluation was carried out is as
under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their
response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration
Committee shall carry out evaluation of Director''s performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company,
striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general
meetings, participation constructively and actively in the meetings of the Board /Committees of the Board, etc.

g) Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for
reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under
which the employees are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the
supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee.
During the year under review, no employee was denied to have access for the same.

h) Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of business. There were no other material 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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments made by the Company are provided in the Financial Statements of the
Company.

17. STATUTORY AUDITORS

M/s. RISHAB AGGARWAL & ASSOCIATES (FRN- 028548N) appointed as the Statutory auditors of the Company to
hold office from the date of this 30th Annual General Meeting until the conclusion of the next Annual General
Meeting.

18. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will be closed with effect from 24th September,
2025 to 30th September, 2025 (both days inclusive).

19. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24,
27 and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A
separate as applicable report on Corporate Governance along with Auditors'' certificate on compliance of the
Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and Management Discussion & Analysis forming part of this report are provided
elsewhere in this Annual Report.

20. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints
Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees
are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2024-25:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

21. LISTING FEES

The Company confirms that it has paid the annual listing fees for the financial year 2024-25

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The internal control and internal audit system are not commensurate with the size and nature of business with
regard to purchase of inventory, fixed assets and with regard to the sale of goods. But, regarding internal audit, the
company has no formal internal Audit system; however, such checking is being carried out by the staff of the
Company. Regarding internal control, appropriate steps are being introduced by the management of the company.

Moreover, the Company has appointed M/s Ritesh Khatter & Company, Chartered Accountants, as its Internal
Auditors and they periodically test the efficacy of the prevailing internal control systems.

24. ACKNOWLEDGEMENTS

Your directors place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Company''s activities during the year under
review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

BY ORDER OF THE BOARD
FOR ENCODE PACKAGING INDIA LIMITED

Sd/- Sd/-

NAVDEEP SINGH BHATTI SHIKHA LAKHI

WHOLE TIME DIRECTOR DIRECTOR

Place: JALANDHAR (DIN: 03232929) (DIN: 10046436)

Dated: 04.09.2025

---

Mar 31, 2024

Your directors have pleasure in presenting their 29^th Annual Report on the Business and Operations and the
accounts for the Financial Year ended 31^st March, 2024 of the Company.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year figures is given
hereunder:

(Fig in Lakhs) (Fig in Lakhs)

Particulars	For the year ended on 31.03.2024	For the year ended on 31.03.2023
Revenue from Operations	460.17	249.34
Other Income	2.12	0.00
Finance Charges	0.01	0.03
Provision for Depreciation	25.92	27.60
Profit Before Tax	11.17	(6.07)
Less: Current Tax Deferred Tax	(1.25)	(1.60)
Profit After Tax	12.42	(4.47)
Proposed Dividend on Equity Shares	0.00	0.00
Tax on proposed Dividend	0.00	0.00
Transfer to Reserves	0.00	0.00
Surplus carried to Balance Sheet	12.42	(4.47)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance are as under:

• Revenue from operations Increased to 460.17 Lakhs in current year as compared to 249.34 Lakhs in
previous year.

3. PROPOSED TRANSFER TO GENERAL RESERVES

As per section 134(3) (j) of Companies Act, 2013, No amount has transferred to the General Reserve.

4. DIVIDEND

In order to conserve the resources of the Company, the director''s have decided not to declare any Dividend for the
financial year 2023-24.

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

The Management of the Company has decided to diversify the business areas of Company. In view of the
diversification of the Company will setup the business areas in Gujarat, therefore it is proposed to shift the
registered office of the Company from the State of Punjab situated at "D-82, Focal Point Extension Jalandhar City,
Punjab -144001, India" to the State of Gujarat.

Thereafter the Company was passed special resolution through postal ballot dated 08th July 2024 for shifting of
registered office of the company from one state to another state i.e. from the state of Punjab to the state of
Gujarat. Further Company also filed petition before Regional Director in the form INC-23 for shift the registered
office from one state to another state, which is under process.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is none of the above-mentioned order(s) which impacts the going concern status and company''s operations
in future.

7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE
COMPANY

The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks
and a framework for mitigating controls and reporting mechanism of such risks.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure "A" and is attached to this report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.

10. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of
annual return of the financial year 2023-24 on its website at https://encodepackaging.com/

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 of Companies act,
2013 is NIL during the Year.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its
Responsibility Statement that:-

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

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

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

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

14. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review, no amount of
principal or interest was outstanding as on the date of balance sheet.

15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Meetings

The Board of Directors of the Company met 6 (Six) times during the financial year 2023-24. The Details of
above-mentioned Board Meetings are provided in Corporate Governance Report annexed herewith.

b) Changes in Directors And Key Managerial Personnel

1. Resignation of Mr. Mahipal Rawat (DIN: 09689753) from the post of Independent Director of the
company w.e.f. 09.04.2024.

2. Resignation of Mr. Rajvir Singh (DIN: 07807886) from the post of director of the company w.e.f.
09.04.2024

c) Independent Directors

The Company has received declarations from all the Independent Directors of the Company under Section
149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section
149(6) of the above Act.

d) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Act -NIL

e) Board Committees

The Board has constituted 3 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

f) Board Evaluation

As required under the provisions of Section 134(3) (p), the Board has carried out an annual performance
evaluation of its own performance and the manner in which such performance evaluation was carried out is as
under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their
response on the evaluation of the entire Board and independent directors. The Nomination and Remuneration
Committee shall carry out evaluation of Director''s performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest of the Company,
striving to attend meetings of the Board of Directors/ Committees of which he/she is a member/ general
meetings, participation constructively and actively in the meetings of the Board /Committees of the Board, etc.

g) Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for
reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under
which the employees are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the
supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee.
During the year under review, no employee was denied to have access for the same.

h) Related Party Transactions

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of business. There were no other material 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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees or Investments made by the Company are provided in the Financial Statements of the
Company.

17. STATUTORY AUDITORS

M/s. SARNA & AGGARWAL (FRN- 011796C) appointed as the Statutory auditors of the Company to hold office
from the date of this 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the
Company, at remuneration as may be fixed by the Board of Directors in consultation with the said Auditors.

18. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will be closed with effect from 24th
September,2024 to 30th September,2024 (both days inclusive).

19. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance as stipulated in Regulations 24,
27 and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A
separate as applicable report on Corporate Governance along with Auditors'' certificate on compliance of the
Corporate Governance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 and Management Discussion & Analysis forming part of this report are provided
elsewhere in this Annual Report.

20. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints
Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees
are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year 2023-24:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

21. LISTING FEES

The Company confirms that it has paid the annual listing fees for the financial year 2023-2024.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The internal control and internal audit system are not commensurate with the size and nature of business with
regard to purchase of inventory, fixed assets and with regard to the sale of goods. But, regarding internal audit, the
company has no formal internal Audit system; however, such checking is being carried out by the staff of the
Company. Regarding internal control, appropriate steps are being introduced by the management of the company.

Moreover, the Company has appointed M/s Ritesh Khatter & Company, Chartered Accountants, as its Internal
Auditors and they periodically test the efficacy of the prevailing internal control systems.

24. ACKNOWLEDGEMENTS

Your directors place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Company''s activities during the year under
review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

BY ORDER OF THE BOARD
FOR ENCODE PACKAGING INDIA LIMITED

Sd/- Sd/-

NAVDEEP SINGH BHATTI SHIKHA LAKHI

WHOLE TIME DIRECTOR DIRECTOR

Place: JALANDHAR (DIN: 03232929) (DIN: 10046436)

Dated: 04.09.2024

---

Mar 31, 2014

Dear Memebrs,

The directors have pleasure in presenting their NINETEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2014.

(Rs. In Lacs)

FINANCIAL RESULTS C.Y P.Y

Income from Operations 239.01 202.65

Total Expenses 235.38 202.75

Profit Before Interest, Financial Charges & Depreciation 3.63 (-).10

Less: Interest & Financial Charges 0.05 0.00

Depreciation 0.12 0.15

Profit After Interest, Financial Charges & Depreciation 3.46 (-) 0.25

Provision for Income Tax 0.74 0.02

Deferred Tax (-) 0.02 (-) 0.01

Profit Brought forward (-) 4.78 (-) 4.53

Less: Dividend NIL NIL

Balance in Profit & Loss Account (-) 2.05 (-) 4.78

Dividend

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2014.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2015-16. The expansion program will continue and IPO may be given in 2015-16. Management envisages bright future prospectus for the company. Management Discussion and Analysis Report is enclosed as per Annexure-1.

Directors

1. RAJ AN CHOPRA (DIN: 00092139) who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 152 (6) of the Companies Act, 2013 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

2. VARINDER SEHGAL (DIN: 02846404) who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 152 (6) of the Companies Act, 2013 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

Director''s responsibility statement

i) That in the preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanation relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2014.

(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 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concerns basis.

Code of Conduct

A code of conduct for the board members and senior management of the company has been laid down by the board and it posted on the web site of the company. The same has been circulated to all the concerned who have affirmed the compliancc with it. In terms of clause 49(D), of the listing agreement CEO of the company has given declaration to that effect which forms part of this report as Annexure -II.

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-III.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The company has obtained the required certificate from M/s Chandra Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed; it will be within the limits laid down by Section 139 of Companies Act, 2013.

Auditors Report

The observations made in the Auditor''s Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Compliance Certificates

The company has obtained Compliance Certificate from Practicing Company Secretary as required under provision to section 203 of the Companies Act, 2013.

Particulars of Employees

No employee is covered by section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

(a) Part A and B: Pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and Outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed:

1. The Mumbai Stock Exchange Ltd.

2. The Ludhiana Stock Exchange Association Ltd.

Annual Listing fee is outstanding in respect of the all Stock Exchanges except The Mumbai Stock Exchange Ltd.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our clients, Bankers, Government agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board For NOVA PUBLICATIONS INDIA LIMITED

Sd/- Sd/-

(SUNIL KUMAR CHOPRA) (RAJAN CHOPRA) (DIN:00092090) (DIN.00092139) Director Director

Place: Jalandhar Dated: 01-09-2014

---

Mar 31, 2012

The directors have pleasure in presenting their SEVENTEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2012.

(Rs. In Lacs) FINANCIAL RESULTS C.Y P.Y

Income from Operations 238.40 65.56

Total Expenses 236.96 65.14

Profit Before Interest, Financial Charges & Depreciation 1.44 0.42

Less: Interest & Financial Charges 0.00 0.00

Depreciation 0.24 0.33

Profit After Interest, Financial Charges & Depreciation 1.20 0.09

Provision for Income T ax 0.24 0.02

Deferred Tax 0.03 0.00

Profit Brought forward (-) 5.46 (-) 5.53

Profit available for appropriations (-) 4.53 (-) 5.46

Less: Dividend NIL NIL

Balance in Profit & Loss Account (-) 4.53 (-) 5.46

Dividend

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2012.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2012-13. The expansion program will continue and IPO may be given in 2013-14. Management envisages bright future prospectus for the company. Management Discussion and Analysis Report is enclosed as per Annexure- I.

Directors

1. Nirmal Kumar Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

2. Rajan Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

3. Sh. Subhash Chander Kohli who was appointed as an additional director of the company by the board of directors who ceases to hold office u/s 260 of companies act 1956 at the ensuing annual general meeting in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of director and is eligible to offer himself for reappointment.

4. Sh. Varinder Sehgal who was appointed as an additional director of the company by the board of directors who ceases to hold office u/s 260 of companies act 1956 at the ensuing annual general meeting in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of director and is eligible to offer himself for reappointment.

Director's responsibility statement

i) That in the preparation of the annual accounts the applicable accounting standards had been followed along with the proper explanation relating to material departures.

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2012.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concerns basis.

Code of Conduct

A code of conduct for the board members and senior management of the company has been laid down by the board and it posted on the web site of the company. The same has been circulated to all the concerned who have affirmed the compliance with it. In terms of clause 49(D), of the listing agreement CEO of the company has given declaration to that effect which forms part of this report as Annexure -II.

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-III.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained the required certificate from M/s Chandra Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed, it will be within the limits laid down by Sec 224(1B) of Companies Act, 1956.

Auditors Report

The observations made in the Auditor's Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Compliance Certificates

The company has obtained Compliance Certificate from Practicing Company Secretary as required under provision to section 383A (1) of the Companies Act, 1956.

Particulars of Employees

No employee is covered by section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

(a) Part A and B: pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and Outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed:

1. The Mumbai Stock Exchange Ltd.

2. The Ludhiana Stock Exchange Association Ltd.

Annual Listing fee is outstanding in respect of the all Stock Exchanges except The Mumbai Stock Exchange Ltd.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our clients, Bankers, Govt. agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board

For NOVA PUBLICATIONS INDIA LTD

Sd/- Sd/- (Sunil Kumar Chopra) (Rajan Chopra) Director Director

Place: Jalandhar

Dated: 01-09-2012

---

Mar 31, 2010

Dear Members,

The directors have pleasure in presenting their FIFTEENTH ANNUAL REPORT together with Audited Accounts of your company for the year ended 31st March 2010.

Financial Results (Rs. In Lacs) 2009-2010 2008-2009

Income from Operations 2.48 2.27

Total Expenses 1.94 1.49

Profit before depreciation 0.54 0.79

Less: Depreciation 0.47 0.68

Profit after Depreciation 0.07 0.11

Less: Preliminary & Public Issue written off NIL NIL

Add: Profit on sales of Investments NIL NIL

Less: Loss on sales of Investments NIL NIL

Profit available for appropriation 0.07 0.11

Dividend:

Due to inadequacy of profits your directors are unable to recommend dividend for the year ending 31st March 2010.

Management Discussions and Analysis

Your company has issued no equity shares during the year. The company is planning to commence publication of books and allied activities by the end of the year 2011-12. The expansion program will continue and IPO may be given in 2011-12. Management envisages bright future prospectus for the company.

Directors

Nirmal Kumar Chopra who was appointed as director of the company by the Board of Directors and who ceases to hold office under section 260 of the Companies Act, 1956 at the ensuing Annual General Meeting and is eligible to offer himself for reappointment.

Director's responsibility statement

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

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the year ended 31st March 2010.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguard the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concerns basis

Corporate Governance

As per listed agreement with stock exchanges the code of Corporate Governance is already applicable to the company from the financial year 2003-2004. Accordingly report on Corporate Governance is enclosed as per Annexure-I.

Auditors

M/s Chandra Kiran & Co., Chartered Accountants, the statutory auditors of your company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. The company has obtained the required certificate from M/s Chander Kiran & Co., Chartered Accountants, Jalandhar, the proposed auditors that if they are appointed will be within the limits laid down by Sec 224(1B) of Companies Act, 1956.

Auditors Report

The observations made in the Auditor's Report are self explanatory and therefore, do not call for any further comments as there are no adverse remarks by the Auditors.

Particulars of Employees

No employee is covered by section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. As such the information under this is NIL.

Particulars required to be furnished under the Companies (disclosure of Particulars in the report of Board of Directors) Rules, 1988.

(a) Parts A and B : pertaining to conservation of energy and technology absorption are not applicable to the company.

(b) Foreign Exchange Earnings and outgo: The Company has neither used nor earned foreign exchange during the year under review.

Name of Stock Exchanges where the Equity Share of the company are listed..

1. The Ludhiana Stock Exchange Association Ltd

2. The Stock Exchange, Mumbai

3. Delhi Stock Exchange Association Ltd

4. Jaipur Stock Exchange Ltd

Annual Listing fee are outstanding in respect of the all Stock Exchanges except Stock Exchange, Mumbai.

Acknowledgment

Your directors wish to place on record their appreciation of the valuable support given by our client, Bankers, Govt, agencies and share holders.

The Board also takes this opportunity to express its whole hearted appreciation of the dedication and efforts put in by the employees without which the good performance would not have been possible.

By order of the Board For NOVA PUBLICATIONS INDIA LTD

Sd/- sd/- (Sunil Kumar Chopra) (Nirmal Kumar Chopra) Director Director

Place: Jalandhar Dated: 30-06-2010.