డైరెక్టర్ల నివేదిక Hindustan Agrigenetics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 34th ANNUAL REPORT on the
business and operations of your Company along with the Audited annual Accounts
for the financial year ended on 31st March, 2024.

1. Financial Summary/Highlights

The Financial of the Company as on 31st March, 2024 is as under:-

(Rs Lakhs)

	Current Year As on 31.3.2024	Previous Year As on 31.3.2023
Receipts/Income	103.31	1074.84
Profit before Taxes	60.59	990.74
Less Current Tax	---	—
Less Mat credit Reversed	---	10.96
Less Deferred Tax	13.64	6.02
Profit/ (Loss) after Taxes	46.94	985.80
Share Capital	440.02	440.02

2. Transfer To Reserves

During the year under review, no amount has been transferred to reserves.

3. Dividend

The Board of Directors of your Company do not recommend the declaration of
any Dividend for the financial year.

4. State of Company’s Affairs

On annual basis, revenue from operations for the financial year 2023-24 at Rs.
7.19 lakhs was less over last year (Rs. 7.26 lakhs in 2022-23).

5. Change in the nature of Business

During the year, the Company continues to engage in the business of Hybrid
seeds, Tissue culture, Floriculture and no significant changes have taken place,
during the year, in the nature of business carried on by the Company.

6. Share Capital

During the year, no changes have taken place in the Share Capital of the
Company.

7. Subsidiaries, Joint Ventures or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate
Company. During the year, no Company have become or ceased to be a
subsidiary, joint venture or associate of the Company. Therefore, the provisions

relating to performance reports of Subsidiary, Joint Venture or an Associate
Company, as required under Rule 8(1) of the Companies (Accounts) Rules, 2014,
are not applicable to the Company.

8. Adequate Internal Financial Control with reference to Financial Statements

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including
the audit committee, the board is of the opinion that the Company''s internal
financial controls were adequate and effective during the financial year 2023-24.

9. Order of Authority

As specified in Rule 8 (vii) of Companies (Accounts) Rules, 2014, no significant
and material orders have been passed by any regulators or courts or tribunals
etc which have the impact on the going concern status and Company''s
operations in future.

10. INFORMATION UNDER SECTION 197 READ WITH RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION), RULES, 2014 WITH RESPECT TO
REMUNERATION

As per Section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 information required
are given below:

(a) The ratio of the remuneration of each director to the median remuneration
of the employees of the Company for the financial year:

Non - Executive Directors	Ratio to median remuneration
Ms. Mannu Kohli	NA
Mr. Pranav Kapur	NA
Mr. Sunny Srivastava	NA
Mr. Naren Parsai	NA

Executive Directors	Ratio to median remuneration
Mr. Pranav Kapur	NA
Ms. Chandni Kapur	Nil

(b) The percentage increase in remuneration of each director, chief executive
officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
None	NA

(c) The percentage increase in the median remuneration of employees in the
financial year : NIL

(d) The number of permanent employees on the rolls of Company : Two

(e) The explanation on the relationship between average increase in
remuneration and company performance : NA

(f) Comparison of the remuneration of Key Managerial Personnel against the
performance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2023-24	NIL
Total Revenue	Rs. 103.31 Lakhs
Remuneration of KMPs (as % of total revenue)	Not Applicable
Profit Before Tax (PBT)	Rs. 60.59 Lakhs
Remuneration of KMP (as % of PBT)	Not Applicable

(g) Variations in the market capitalisation of the Company, price earnings ratio
as at the closing date of the current financial year and previous financial
year:

Particulars	March 31, 2024	March 31, 2023	% change
Market Capitalisation	Rs. 440 Lacs	Rs. 440 Lacs	Nil
Price Earnings ratio	-	-	-

(h) 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 :

Particulars	March 31, 2024	(Public issue Price)	% change
Market Price (BSE)		10.00	NA

(i) Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison
with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration: NIL

(j) Comparison of each remuneration of the key managerial personnel against
the performance

Particulars	Pritam Kapur Executive Director and Managing Director	CHANDNI KAPUR Chief Financial Officer	Neha Mittal Company Secretary
Remuneration in FY 2023-24 (Rs Lakhs)	NIL	NA
Total Revenue (Rs Lakhs)	Rs. 103.31 Lakhs
Remuneration as % of Revenue	NA	NA
Profit before tax (PBT) (Rs Lakhs)	60.59 Lakhs
Remuneration as % of PBT	NA	NA

(k) The key parameters for any variable component of remuneration availed by
the directors: None.

(l) 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: None.

(m) Affirmation that the remuneration is as per the remuneration policy of the
Company: NA

- The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

- No person, employed throughout the financial year, was in receipt of
remuneration for that year of Rs. 102,00,000/- or more, nor was any
of them, employed for a part of the financial year, was in receipt of
remuneration of Rs. 8,50,000/- or more per month during any part of the
year under consideration. Thus, the provisions of Rule 5(2) of Companies
(Appointment and Remuneration) Rules, 2014 are not applicable.

11. Directors

a. Change in the Directors/ Key Managerial Person

In pursuance of the provisions of Section 152 of the Act, Mr.Pranav Kapur
and Ms.Chandni Kapur, retires at the forthcoming Annual General Meeting
and being eligible offer themselves for reappointment.

The Board of Directors recommends for the reappointment of the aforesaid

Directors at the forthcoming Annual General Meeting.

The present Composition of the Board of Directors and Key Managerial
Personnel is as follows:

Mr. Pranav Kapur, Chairman

Mr. Pritam Kapur, Managing Director

Ms. Chandni Kapur, Director and Chief Financial Officer

Ms. Mannu Kohli, Independent Director

Mr. Sunny Srivastava, Independent Director

Mr. Naren Parsai, Independent Director

Ms. Neha Mittal, Company Secretary & Compliance Officer

b. Declaration of Independence

As per the Section 149(7) of the Act, the Board of Directors have received a
Declaration of Independence from each of the Independent Director(s) to the
effect that he/she meets the criteria of independence as provided in Section
149(6).

c. Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as prescribed
by Securities and Exchange Board of India (“SEBI”) under Regulation 17 of the
Securities And Exchange Board Of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 (“Regulation 17”). The performance of the
Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc. The
Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non¬
independent directors, performance of the board as a whole and performance
of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent Directors, at which the
performance of the Board, its committees and individual directors was also
discussed.

12. Committees of the Board and Vigil Mechanism

The details pertaining to composition of Various Committees as prescribed
in the Companies Act, 2013 are included in the Corporate Governance Report
which forms part of this report.

13. Vigil Mechanism

The Company has not borrowed money from banks & financial institutions in
excess of Rs. 50 Crores. Therefore, the Company is not required to establish a
Vigil Mechanism in pursuance of Section 177(9) of the Act.

14. Number of Board and Committee Meetings

During the year under review, 7 (Seven) meetings of the Board of Directors of
the Company were held. For details on the Board and Committee meetings,
please refer to the Corporate Governance report, which forms part of this
report.

15. Statutory Auditors

M/s R.K. Gulati & Associates, Chartered Accountants were appointed as
statutory auditors of the Company in the 32nd Annual General Meeting held
on 30th September 2022 for five financial years from the date of that Meeting
to till 37th Annual General Meeting.

16. Auditors’ Report and its Explanation

The comments made by the Auditors in their report have been duly explained
in the attached Notes to Accounts and do not require any further explanation.

17. Secretarial Auditors and Secretarial Audit Report

As per the provisions of Section 204 of the Act, the Board of Directors of the
Company appointed M/s. G.R Gupta & Associates, Company Secretaries to
conduct the Secretarial audit of the Company for the year 2023-24.

M/s. G.R Gupta & Associates, Company Secretaries conducted the Secretarial
Audit and have submitted their Report to the Board of Directors, which is
annexed to and forms part and parcel of this report. The comments made by
the Auditors in their report are self explanatory and do not require any further
explanation.

The Board of Directors have re-appointed M/s G.R Gupta & Associates,
Company Secretaries to conduct the secretarial audit for the year 2024-25.

18.internal Auditor

In pursuance of Section 138 of the Act, M/s Hukam Vijay & Company, Chartered
Accountants, practicing at 304 Rohini Complex, WA 121, Shakarpur, Delhi 110 092
have been appointed to conduct the Internal audit for the financial year 2024-25.

19. inter - Corporate Loans, Guarantee’s and investments

There were no outstanding loans or investments or guarantees covered under
the provisions of Section 186 of the Act.

20. Related Party Transactions

During the year under review, the Company has not entered into any contract
or arrangement with any Related Party. Therefore, the provisions of Section
134(3)(h) read with Rule 8 of the Companies (Accounts) Rules, 2014 requiring
justification entering into such contract and arrangement and other details in
specified form AOC-2 are not applicable.

21. Public Deposits

The Company has neither invited or accepted any Public Deposits as per the
provisions of the Companies Act, 2013 during the financial year under review
neither any such deposits are unpaid or unclaimed during the year. Therefore,
the provisions of Rule 8(v) and 8(vi) of the Companies (Accounts) Rules, 2014 are
not applicable.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE

The information and details as per the provisions of Rule 8(3) of the Companies
(Accounts) Rules, 2014 are as follows:

CONSERVATION OF ENERGY

During the year under review adequate energy conservation measures have
been put in place. The officers of the Company are made aware, from time
to time, the various methods to conserve energy including the utilizing the
alternate sources of energy. No capital investment on energy conversation
equipments was made by the Company during the year under review.

TECHNOLOGY ABSORPTION

The Company, is not engaged into the technology dependent business activities.
However, wherever possible, continuous efforts and effective improvements
were made during the year for technology absorption in respect of the business
being carried on by the Company.

The Company has not imported any technology during the last three years and
no expenditure has been incurred on Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange spent : NIL

Foreign exchange earned : NIL

23. Corporate Social Responsibility

During the year under review, the Company has been outside the purview of
Corporate Social Responsibility.

24. Management Discussion And Analysis

The Company continues to comply with the various listing requirements of the
Stock Exchanges.

We are happy to inform the shareholders that the shares of the Company were
relisted on the BSE in the month of September 2023.

The management Discussion and Analysis Report for the year under review as
stipulated under regulation 17 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock exchange is presented in a separate section forming part of the annual
report.

25. Report On Corporate Governance

As per the applicable SEBI Regulations and Circulars, the Company is not
required, at present, to comply with the Corporate Governance provisions.

26. Compliance Of Accounting Standards

As per requirements of the Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015 with Stock
Exchange and Accounting Standards of The Institute of Chartered Accountants
of India, your company has made proper disclosures in financial statements
in respect of Consolidated Financial Statements, Related Party Transactions
and Deferred Taxation. The Company has duly adopted all the applicable
Accounting Standards in pursuance to the provisions of the Companies Act.

27. Directors’ Responsibility Stataement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013
the Directors'' Responsibility Statement forms part of the Directors'' Report.
Your Directors give hereunder the Statement relating to the Accounts of the
Company that:

1) All the applicable Accounting Standards have been followed in the
preparation of the accompanying annual Accounts along with proper
explanation relating to material departures;

2) The Directors have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the Company
at the end of the financial year 31st March, 2024 and of the Profit or Loss of
the Company for the said period;

3) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the Annual Accounts on a going concern basis.

5) The Directors have laid down internal financial Controls to be followed by
the Company and that such internal financial controls are adequate and are
operating effectively.

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

28.Acknowledgement

Your Directors place on record their sincere thanks to all concerned agencies

for their continued co-operation extended to the Company.

On behalf of the Board of Directors

For HINDUSTAN AGRIGENETICS LIMITED

Pritam Kapur Pranav Kapur Chandni Kapur Neha Mittal

Managing Director Chairman Director & CFO Company Secretary

DIN- 00461538 DIN: 00485910 DIN: 07007247 ACS-27477

Place: New Delhi

Date: 29.08.2024

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

a. Financial Results:

(Rs Lakhs)

Current Year Previous Year As on 31.3.2014 As on 31.3.2013 Receipts/Income 10.72 13.82

Profit before Taxes (3.01) (11.92)

Less Deferred Tax (3.88) 8.34

Profit/ (Loss) after Taxes (6.89) (3.58)

Share Capital 440.02 440.02

b. Dividend:

Keeping in view the financial results and status of the company, it is not proposed to declare any dividend.

c. Public Deposits:

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

d. Directors and Induction of new Directors

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Mr. Chavercode Paramu Rajendran, Director retires by rotation and being eligible offers himself for re-appointment.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Mr. Vinod Malhotra and Mr. Chavercode Paramu Rajendran as Independent Directors of the Company in compliance with the requirements of the said clause. As per the provisions of Section 149(4), which has come into force with effect from 1st April, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement which would be effective from October 1, 2014 inter alia stipulates the conditions for the appointment of Independent Directors by a listed company. The above Independent Director have given a declaration to the Board that they meet the criteria of independence as provided under Section 149 (6) of the Act. In the opinion of the Board, the above Independent Directors fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and they are independent of the management.

Your Board of Directors recommends the reappointment of the aforesaid Directors at the forthcoming Annual General Meeting.

e. Director''s responsibility statement

In compliance with Section 217(2AA) of the Companies Act; the Directors to the best of their knowledge and belief confirm that:

(i) In the preparation of Annual Accounts the applicable accounting standards have been followed and that there are no material departures.

(ii) The directors have selected such accounting policies as mentioned in the Notes to Accounts of the Annual Accounts and applied them consistently and which give a fair and reasonable view of the affairs of the company at the end of the year on 31st March 2014;

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

(iv) The Annual Accounts have been prepared on a going concern basis.

f. Management Discussion and Analysis

The Company has taken steps for applying to the Bombay Stock Exchange for revocation of its suspension and is taking steps to comply with the various listing requirements.

The operations of the company remain suspended. However, the company is investigating other avenues for its revival.

The management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock exchange is presented in a separate section forming part of the annual report.

g. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per clause 49 of the Listing Agreement with the Stock exchanges and the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices, the company has implemented all the stipulations prescribed. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the listing agreement.

The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement 9 Annexure-II) forms part of this report. The requisite certificate from M/s Vinod Aggarwal & Associates, Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49, is attached to this report.

h. Compliance of Accounting standards

As per requirements of the Listing Agreement with Stock Exchange and Accounting Standards of The Institute of Chartered Accountants of India, your company has made proper disclosures in financial statements in respect of Consolidated Financial Statements, Related Party Transactions and Deferred Taxation. The Company has duly adopted all the applicable Accounting Standards in pursuance to the provisions of the provisions of Section 211 (3A) of the Companies Act, 1956.

i. Statutory Information under Section 217 of the Companies Act 1956

(i) Particulars of Employees

There are no employees whose income needs to be disclosed as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

(ii) Energy Conservation

Improvement of methods of energy conservation and optimum utilization of energy in all operation, continued to receive close attention. Company is always conscious to conserve energy through improved methods and design. In this regard company has introduced energy saving features in the system and monitors by which users saves the power consumption to a considerable extent.

(iii) Foreign Exchange Earnings and Expenditure

During the year, the foreign exchange earnings and expenditure were NIL.

j. Stock Exchange/Compliance of Listing Agreement

The Company is in correspondence with the Bombay Stock Exchange for complying with the various requirements in accordance with the Listing Agreement.

k. Appointment of Secretarial Auditor

As per the requirements of Section 204) of the Companies Act, 2013 a listed Company is required to get a secretarial audit conducted from a Company Secretary in Practice and to annex a report thereof along with the Report of the Directors. In pursuance of Section 204 of the Act, M/s Vinod Aggarwal & Associates, practicing Company Secretaries have been appointed to conduct the secretarial audit for the financial year 2014-15.

l. Appointment of Internal Auditor

As per the requirements of Section 138 of the Companies Act, 2013 a listed Company is required to get an Internal audit conducted and to annex a report thereof along with the Report of the Directors. In pursuance of Section 138 of the Act, M/s Hukam Vijay & Company, Chartered Accountants, practicing at 304 Rohini Complex, WA 121, Shakarpur, Delhi 110 092 have been appointed to conduct the Internal audit for the financial year 2014-15.

m. Appointment of Key Managerial Person:

As per the requirements of Section 203(1) of the Companies Act, 2013, inter-alia, every listed Company is required to appoint:

* a managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;

* company secretary; and

* Chief Financial Officer

Mr. Pritam Kapur has been acting as the Managing Director of the Company. Your Company proposes to appoint the other two categories of KMP as soon as possible.

n. Auditor''s report and observations

The observations made in the Auditor''s report are self explanatory and do not contain any reservations, qualifications or adverse remarks and, therefore need no further clarifications/explanations as required under Section 217(3) of the Companies Act, 1956.

o. Auditors

The Auditors M/ s R.K. Gulati &Associates retire at the conclusion of the forthcoming General Meeting and being eligible, offer themselves for reappointment.

p. Filing of case in respect of compensation for Acquisition of Green House by the Outer Ring Road Authority

The land of the company situated at Dundgal, Hyderabad had been acquired by the Government. However, the compensation received from the Government in respect to such land was not fair and adequate. The Board of Directors have filed a suit against the Outer Ring Road Authorities of the Government of erstwhile Andhra Pradesh at the Ranga Reddy Courts for improving the compensation given to the company for the losses suffered on account of the cost of imported green house standing on the land acquired for the construction of the ring road.

q. Acknowledgements

The Board of Directors wishes to express its appreciation of all those who are connected with the company for their services.

For and Behalf of the Board Place: New Delhi Pritam Kapur Date: 02.09.2014 Chairman and Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

a. Financial Results

(Rs Lakhs)

Current Year Previous Year

As on 31.3.2013 As on 31.3.2012

Receipts/Income 13.82 54.66

Profit before Taxes (11.92) 31.20

Less Deferred Tax - 10.65

Profit/ (Loss) after Taxes (11.92) 20.54

Share Capital 440.02 440.02



b. Dividend:

Keeping in view the financial results and status of the company, it is not proposed to declare any dividend.

c. Public Deposits:

The Company has neither invited nor accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

d. Directors and Induction of new Directors

During the year under review, there was no change in the composition of the Board of Directors of the Company.

Mr. Vinod Malhotra, independent Director retires by rotation and being eligible offers himself for re-appointment.

e. Director''s responsibility statement

In compliance with Section 217(2AA) of the Companies Act; the Directors to the best of their knowledge and belief confirm that:

(i) In the preparation of Annual Accounts the applicable accounting standards have been followed and that there are no material departures.

(ii) The directors have selected such accounting policies as mentioned in the Notes to Accounts of the Annual Accounts and applied them consistently and which give a fair and reasonable view of the affairs of the company at the end of the year on 31st March 2013;

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

(iv) The Annual Accounts have been prepared on a going concern basis.

f. Management Discussion and Analysis

The Company has taken steps for applying to the Bombay Stock Exchange for revocation of its suspension and is taking steps to comply with the various listing requirements.

The operations of the company remain suspended. However, the company is investigating other avenues for its revival.

The management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock exchange is presented in a separate section forming part of the annual report.

g. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per clause 49 of the Listing Agreement with the Stock exchanges and the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices, the company has implemented all the stipulations prescribed. The Company has adopted a code of conduct applicable to the Board and senior management. The Company fully complies with the governance practices as enunciated in the listing agreement.

The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement 9 Annexure-II) forms part of this report. The requisite certificate from M/s Vinod Aggarwal & Associates, Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49, is attached to this report.

h. Compliance of Accounting standards

As per requirements of the Listing Agreement with Stock Exchange and Accounting Standards of The Institute of Chartered Accountants of India, your company has made proper disclosures in financial statements in respect of Consolidated Financial Statements, Related Party Transactions and Deferred Taxation. The Company has duly adopted all the applicable Accounting Standards in pursuance to the provisions of the provisions of Section 211 (3A) of the Companies Act, 1956.

i. Statutory Information under Section 217 of the Companies Act 1956

(i) Particulars of Employees

There are no employees whose income needs to be disclosed as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

(ii) Energy Conservation

Improvement of methods of energy conservation and optimum utilization of energy in all operation, continued to receive close attention. Company is always conscious to conserve energy through improved methods and design. In this regard company has introduced energy saving features in the system and monitors by which users saves the power consumption to a considerable extent.

(iii) Foreign Exchange Earnings and Expenditure

During the year, the foreign exchange earnings and expenditure were NIL.

j. Stock Exchange/Compliance of Listing Agreement

The Company is in correspondence with the Bombay Stock Exchange for complying with the various requirements in accordance with the Listing Agreement.

k. Secretarial Compliance Report

As per the requirements of Section 383A (1) of the Companies Act, 1956 a Secretarial Compliance Report has been obtained from M/s Vinod Aggarwal & Associates, practicing Company Secretaries, a copy of the same is attached with this report.

l. Auditor''s report and observations

The observations made in the Auditor''s report are self explanatory and do not contain any reservations, qualifications or adverse remarks and, therefore need no further clarifications/explanations as required under Section 217(3) of the Companies Act, 1956.

m. Auditors

The Auditors M/s R.K. Gulati &Associates retire at the conclusion of the forthcoming General Meeting and being eligible, offer themselves for reappointment.

n. Filing of case in respect of compensation for Acquisition of Green House by the Outer Ring Road Authority

The land of the company situated at Dundgal, Hyderabad had been acquired by the Government. However, the compensation received from the Government in respect to such land was not fair and adequate. The Board of Directors has decided to file a suit against the Government for better compensation.

o. Acknowledgements

The Board of Directors wishes to express its appreciation of all those who are connected with the company for their services.



For and Behalf of the Board





Place: New Delhi Pritam Kapur

Date: 02.09.2013 Chairman

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Mar 31, 2011

Dear Members,

The directors take pleasure in presenting you this 21st report together with the audited statements of account for the financial ended on 31st March, 2011.

A. Financial Results

Rs./Lacs Current Year ended Previous Year on 31.03.2011 ended on 31.03.2010

- Revenue Receipts 11.67 127.48

- Profit before Taxes 3.38 5.99

- Income Tax Provisions 0.00 0.00

- Accumulated losses 270.18 387.85

- Paid-up Share capital 440.02 440.02

B. Operations

The Company is working out ways and means to revive the unit at Gundla Pochampally, from land acquisition proceeds received from the State Government.

C. Observation of Auditors

The observation of the auditors are well explained in the Notes on Account forming part of the annual balance sheet.

D. Directors Responsibility Statement

Since the business operations continue to remain in-operative for almost ten years now, recovery of outstanding debts have become practically not possible and same was the case with accounting for the value of all old stocks of perishable nature and as a result maintenance of books of account on a going concern basis so as to depict the actual value of the assets of the Company was found practically not possible. The annual balance sheet as at 31st March, 2011 has been drawn up by maintaining necessary books of accounts and the other statutory records.

E. Corporate Governance

The Company is regular in conducting its meeting of Board of Directors by attendance by all directors on the Board. Similarly the 20th AGM was held on 25th September, 2011 with adequate number of members present at the registered office of the Company.

F. Directors

Shri S.V.R. Rao is retiring by rotation but is eligible for re-appointment.

G. Auditors

The retiring auditors, M/s R. K. Gulati & Associates, Chartered Accoun- tants, New Delhi are eligible for re-appointment.

I. Energy Conservation, Technology absorption etc.

Since the business activities of the Company remain in-operative, the matters to be reported on energy conservation, technology absorption and the other matters under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are uncalled for.

J. Acknowledgement

At the end your directors wish to place on record their gratitude and appreciation to all who have associated with the affairs of the Company.

Place : New Delhi By order of the Board

Dated : 01.09.2011 (PRITAM KAPUR)

CHAIRMAN

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Mar 31, 2010

The directors take pleasure in presenting you this 20th report together with the audited statments of account for the financial ended on 31 st March, 2010.

A. Financial Results

Rs./ Lacs Current Year ended Previous Year on 31.03.2010 ended on 31.03.2009

- Revenue Receipts 127.48 8.68

- Profit/Loss for the year 6.19 (-)5.45

- Income Tax Provisions 0.00 0.03

- Accumulated loss inclusive 367.65 408.01 of Deferred Revenue expenses

- Paid-up Share capital 440.12 440.02

The Company has received compensation amounting to Rs.1,32,13,125/- from Government of Andhra Pradesh towards acquisition of agricultural land measuring 9 acres and 31.50 Guntas situated at Dundigal wherefrom a profit of Rs.1,25,44,988/- has been arrived at after deducting actual cost of the said land and by adding up the current years income of Rs2,03,035/- the revenue receipts for the year under report has been amounted to Rs.1,27,48,024/-. The other expenses as under:-

- Depreciation 1,02,750

- Fixed Assets written off 13,89,713

- Loss and acquisition of Fixed Assets : 83,11,047

- Deferred Revenue expenditure written-off : 14,17,189

: 1,12,20,709

have been added up to administrative expenses of Rs.9,08,099/- incurred for the current year and as a result the total expenses for the year under report have been accounted at Rs.1,21,28,808/ and accordingly the year under report has been closed with a profit of Rs.6,19,216/-. The said profit amount has been set off against the brought forward losses of Rs.3,93,83,890/- and as a result of Rs.3,87,64,614/- accumulated the paid up share capital of Rs.1,40,02,200/-.

B. Operations

The Company is working out ways and means to revive the unit at Gundla Pochampally, from land acquisition proceeds received from the State gov- ernment.

C. Observation of Auditors

The observation of the auditors are well explained in the Notes on Account forming part of the annual balance sheet.

D. Directors Responsibilty Statment

Since the business operations continue to remain in-operative for almost nine years now, recovery of outstanding debts have become practically not possible and same was the case with accounting for the value of all old stocks of perishable nature and as a result maintenance of books of ac- count on a going concern basis so as that to depict the actual value of the assets of the Company was found practically not possible.

E. Corporate Governance

The Company is regular in conducting its meeting of Board of Directors by attendance by all directors on the Board. Similarly the 19th AGM was held on 20th September, 2009 with adequate number of members present at the registered office of the Company.

F. Directors

Shri C. P. Rajendran is retiring by rotation but is eligible for re-appointment.

G Auditors

The retiring auditors, M/s R. K. Gulati & Associates, Chartered Accoun- tants, New Delhi are eligible fo re-appointment.

I. Energy Conservation, Technology absorption etc.

Since the business activities of the Company remain in-operative, the matters to be reported on energy conservation, technology absorption and the other matters under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are uncalled for.

J. Acknowledgement

At the end your directors wish to place on record their gratitude and appreciation to all who have associated with the affairs of the Company.

Place: New Delhi By order of the Board

Dated:01.09.2010 (PRITAM KAPUR) CHAIRMAN

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Mar 31, 2009

The directors take pleasure in presenting you this 19th report together with the audited statments of account for the financial year ended on 31 st March, 2009.

A. Financial Results Rs./Lacs Current year Previous Year ended on ended on 31-03-2009 31-03-2008

- Revenue Receipts 1.26 8.68

- Profit/Loss for the year (-) 15.43 (-) 4.60

- Income Tax Provision 0.03 0.02

- Accumulatd loss inclusive of Deferred Revenue expenses 408.01 392.55

- Piad up Share Capital 440.02 440.02

The unit at Gundla Pochampally continues to remain inoperative. As reported in the Previous years a highway is under development near-around the flori- culture unit at Dundigal and accordingly a notice has been received from Land Acquisition Department of Andhra Pradesh Government for acquisition of around 9.70 acres of land at the floriculture unit at Dundigal. The Company, however, by taking note of the increased value of its land has revalued the same and created a Revaluation Reserve of Rs. 150.26 lakhs.

B. Operations

The Company is working out ways and means to revive the unit at Gundla Pochampally, from land acquisition proceeds to be received from the State Government.

C. Observation of Auditors

The observation of the auditors are well explained in the Notes on Account forming part of the annual balance sheet.

D. Directors Responsibilty Statment

Since the business operations continue to remain in-operative for almost eighth years now, recovery of outstanding debts have become practically not possible and same was the case with accounting for the value of all old stocks of perishable nature and as a result maintenance of books of account on a going concern basis so as to depict the actual value of the assets of the Company was found practically not possible.

E. Corporate Governance

The Company is regular in conducting its meeting of Board of Directors by attendance by all directors on the Board. Similarly the 18th AGM was held on 20th September, 2008 with adequate number of members present at the registered office of the Company.

F. Directors

Shri S.V.R. Rao is retiring by rotation but is eligible for re-appointment.

G. Auditors

The retiring auditors, M/s R. K. Gulati & Associates, Chartered Accoun- tants, New Delhi are eligible for re-appointment.

H. Energy Conservation, Technology absorption etc.

Since the business activities of the Company remain in-operative, the mat- ters to be reported on energy conservation, technology absorption and the other matters under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are uncalled for.

I. Acknowledgement

At the end your directors wish to place on record their gratitude and appre- ciation to all who have associated with the affairs of the Company.

Place: New Delhi By order of the Board Dated:29.08.2009 (PRITAM KAPUR) CHAIRMAN