డైరెక్టర్ల నివేదిక Univa Foods Ltd.

Mar 31, 2025

The Directors take pleasure in presenting Board''s Report on the business and operations of your Company
for the financial year 2024-25, along with the Audited Financial Statements for the financial year ended
March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary for the year ended is as follows:

	For the current year ended March 31, 2025	For the previous year ended March 31, 2024
Revenue from operations	0.000	2.720
Other Income	2.000	3.590
Total Income	2.000	6.310
Expenditure	22.84	71.070
Profit / (Loss) for the year Before Tax	(20.84)	(71.070)
Less: Tax Expenses	0.000	0.000
Net Profit/(Loss) After tax	(20.84)	(71.070)

The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report,
have been prepared in accordance with Ind-AS notified under Section 133 of the Companies Act, 2013 ("the
Act") and other relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and urgent
matters approved by way of circular resolutions, if any, are placed and noted at the subsequent Board
Meeting.

During the financial year under review, 14 (fourteen) meetings of the Board were held. The particulars of
the meetings held along with the attendance of each Director are detailed in the Corporate Governance
Report and hence, not repeated here.

STATE OF COMPANY''S AFFAIRS

During the year under review, the Company has been streamlining the management and compliance
procedures, and hence, the Company has incurred losses. The Net Loss After Tax stands to be at Rs. 20.84
in Lakhs.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance
Sheet as part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments impacting the financial position of the Company have occurred
between the end of the financial year to which these financial statements relate and the date of this report.

The Company''s financial status has remained stable during this period, with no significant events or
obligations arising that could affect the accuracy or completeness of the reported financial information.

SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW

No major events took place during the financial year. The period was marked by stability, with no significant
incidents or changes impacting operations or financial performance. Overall, the year proceeded smoothly
without any notable occurrences affecting the company''s activities or results.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act,
2013, are disclosed in Balance Sheet as part of Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

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

The Company is well aware of the above risks and as part of business strategy has a robust risk management
framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to
enable growth, create transparency, minimize adverse impact on the business objectives and enhance the
Company''s competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to
establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at
https://univafoods.co.in/investor-relation/policies/.

CHANGE IN THE NATURE OF BUSINESS

The nature of the Company''s business remained unchanged throughout the financial year. There were no
alterations or shifts in its core operations, products, or services. The Company continued to operate within
its established business framework, maintaining consistency in its activities and strategic direction during
this period.

DIRECTORS AND KEY MANAGERIAL PERSONS
Directors:

The Company''s Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors.
As on March 31, 2025, the composition of Board was as under:

Sr. No.	Name of the director	Designation
1	Mr. Mallinath Madineni	Managing Director
2	Mr. Deepak Babulal Kharwad	Non-Executive Non-Independent Director

3	Mr. Prasoon Mishra	Non-Executive Independent Director
4	Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director

In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given
declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order
or any other such authority.

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in
other Companies;

II. names of other Equity Listed Companies (in any), where the Directors of the Company hold
directorships, along with the category of such Directorships,

are disclosed in the ''Corporate Governance Report'' of the Company for the year under review, which forms
part of the Annual Report separately.

Further, details with respect to the meetings of the Board, its committees and remuneration of Directors
etc. are disclosed in the ''Corporate Governance Report'' of the Company for the year under review, which
forms part of the Annual Report separately.

Following changes took place on the board of the company during the year: (Till the date of this Board
Report)

Sr. No.	Name of the Personnel	Designation	Appointment/ Cessation/ Change in Designation	Effective date
1.	Mr. Suresh Tangella	Non-Executive Director	Cessation	16-05-2024
2.	Mr. Nikhil Dilipbhai Bhuta	Non-Executive Director	Cessation	28-06-2024
3.	Mr. Vishal Omprakash Sharma	Non-Executive Director	Cessation	28-06-2024
4.	Mr. Mallinath Madineni	Executive Director	Appointment	28-06-2024
5.	Mr. Deepak Babulal Kharwad	Executive Director	Appointment	28-06-2024
6.	Mr. Prasoon Mishra	Non-Executive Independent Director	Appointment	06-07-2024
7.	Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director	Appointment	06-07-2024
8.	Mr. Gunjan Jain	Company Secretary and Compliance Officer	Appointment	26-07-2024
9.	Ms. Haseena Shaik	Managing Director	Cessation	02-08-2024
10.	Mr. Jonna Venkata Tirupati Rao	Non-Executive Non¬ Independent Director	Cessation	02-08-2024
11.	Mr. Mallinath Madineni	Managing Director	Change in designation	02-08-2024
12.	Mr. Deepak Babulal Kharwad	Non-Executive Non¬ Independent Director	Change in designation	02-08-2024

13.	Ms. Sandhya Rani Koochana	Chief Financial Officer	Cessation	05-10-2024
14.	Mr. Jayaghosh Yarlagadda	Non-Executive Independent Director	Cessation	05-10-2024
15.	Mr. Udaya Manikanta Pemmanaboyina	Non-Executive Independent Director	Cessation	05-10-2024
16.	Mr. Uday Srinivas Tangella	Non-Executive Non¬ Independent Director	Cessation	18-10-2024
17.	Mr. Piyush Yogesh Rastogi	Chief Financial Officer	Appointment	10-01-2025
18.	Mr. Piyush Yogesh Rastogi	Chief Financial Officer	Cessation	24-03-2025
19.	Mr. Pravin Chauhan	Chief Financial Officer	Appointment	23-06-2025

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are
reportable to the central government.

DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no
amount principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition, and that transactions are
authorized, recorded, and reported correctly. The internal control system is supplemented by extensive
programme of audit, review by management, and documented policies, guidelines and procedures.

The Company has internal financial controls which are adequate and were operating effectively. The
controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence
to the Company''s policies, the safeguarding of assets, the prevention and detection of frauds and errors,
the accuracy and completeness of accounting records and timely preparation of reliable financial
information. The Internal Financial Controls were validated by an external agency appointed by the
Company and also by the Statutory Auditors of the Company.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

This is not applicable to the Company, as there were did not have female employees exceeding ten during
the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the
Company for this period due to the absence of a workforce.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961

This is not applicable to the Company, as there were did not have female employees exceeding ten during
the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the
Company for this period due to the absence of a workforce.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications were made, nor were there any proceedings pending under the Insolvency and Bankruptcy
Code, 2016, during the financial year. The Company has not been involved in any insolvency or bankruptcy-
related matters throughout this period, maintaining a stable financial and operational status.

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 financial year under review, there has been no incident of one time settlement for loan taken
from the banks of financial institutions and hence not being commented upon.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

The Company has not entered into any related party transaction as provided in sub-section (1) of section
188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arm''s length basis.
Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub¬
section (1) of section 188 of the Companies Act, 2013 is not applicable for this financial year.

DIVIDEND

The Board of Directors wishes to inform shareholders that no dividend will be declared for the current
financial year. After careful consideration of the company''s financial position and future growth plans, the
Board has decided to strengthen and streamline its activities for further stability.

ANNUAL RETURN

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed
on website of the Company. The web-link of the Annual Return is https://univafoods.co.in/investor-
relation/annual-return/.

CAPITAL STRUCTURE

Authorised Share Capital

The Company has Authorized Share Capital of Rs. 16,10,00,000 as on March 31, 2025.

Paid-up Share Capital

The Company has Paid-up Share Capital of Rs. 14,32,28,000 (Rupees fourteen crores thirty-two lakhs and
twenty-eight thousand only) divided into 1,43,22,800 equity shares of Rs. 10/- each as on March 31, 2025.

SHARE WARRANTS

As on March 31, 2025, there were no outstanding share warrants of the Company.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the year:

Sr. No.	Name	Designati on	Remuner ation	Nature of employ ment, whethe r contract ual or otherwi se	Qualific ations and experie nce of the employ ee	Date of comm encem ent	Age	Last emplo yment	Perc enta ge of equit y shar es held	Relat ive of any direc tor or man ager
1	Mr. Gunja n Jain	Company Secretary and Complian ce Officer	1,92,000	Regular	Compan y Secretar y - ICSI	26-07¬ 2024	34	NA	Nil	No

PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The remuneration given is as per the remuneration policy of the company.

There has been no percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2024-25.

(a) The median remuneration of employees of the Company during the financial year was Rs. 2,88,000
per year.

(b) In the financial year, there was no increase in the median remuneration of employees;

(c) There were one permanent employee on the rolls of Company as on March 31, 2025;

(d) In the Financial year, no increment made in the salaries of employees including managerial
personnel. Hence, the comparison between percentile increases in the managerial remuneration
and percentile increase in the salaries of employees and their justification is not applicable.

AUDITORS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Act the members at the 33^rd (Thirty-third) Annual General
Meeting (''AGM''), held on September 30, 2024, appointed M/s. B. M. Gattani & Co., Chartered Accountants,

as Statutory Auditors of the Company to hold office for their first term of 5 (five) consecutive years
commencing from the conclusion of 33^rd (Thirty-third) AGM till the conclusion of 38^th (Thirty-eighth) AGM
of the Company to be held in the financial year 2029.

Secretarial Auditor

Mr. Hemanshu Upadhyay, Proprietor of M/s. HRU & Associates., Practicing Company Secretaries was
appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required
under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial
Year 2024-25 forms part of this report as Annexure-1.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor''s report for the financial year contains no qualifications, reservations, adverse
remarks, or disclaimers. The audit was completed without any issues, indicating that the financial
statements present a true and fair view of the Company''s financial position in accordance with applicable
laws and standards.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT
REPORT

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the Report. Point-wise
explanation on observation made by the Secretarial Auditor in its report is as follows:

Observation	Explanation
The Company has incurred a delay of two days in appointment of a Company Secretary and Compliance Officer required pursuant to Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which a fine of Rs. 1000 per day (exclusive of GST) was levied by both the Exchanges.	The company has taken the corrective action, by making the payment of the said fine for the mentioned delayed compliance. The management will be mindful in the future.
The Company has incurred a delay in compliance of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the requirements pertaining to the composition of the Board including failure to appoint woman director. The Exchanges have levied a fine of Rs. 1,00,000 (exclusive of GST) for the non¬ compliance.	The company has taken the corrective action, by making the payment of the said fine for the mentioned delayed compliance. The management will be mindful in the future.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under sub-section (7) of
section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in sub¬
section (6) of section 149 of the Companies Act, 2013.

The Company has received requisite declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read
with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI Listing Regulations.

As per Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that
they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence and that they have registered themselves as an Independent Director in the data
bank maintained with the Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of
the Independent Directors of the Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the
provisions of Section 118 of the Act.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the
provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria
for identifying persons who are qualified to become Directors, Key Managerial Personnel (''KMP''), Senior
Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation
of every Director''s performance, determining the composition and level of remuneration, including reward
linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors,
KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and
success of the Company.

The policy on director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under sub-section (3) of section
178 is available on web-link https://univafoods.co.in/investor-relation/policies/

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

Your Company has no activity requiring conservation of energy or technology absorption; hence particulars
of statement under Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 for conservation of energy and technology absorption are not applicable on your Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:

Particulars	Financial year ended
	31 March 2025	31 March 2024
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The Company has not undertaken any Corporate Social Responsibility (CSR) initiatives during the financial
year, as the provisions of Section 135 of the Companies Act, 2013 do not apply to it. Therefore, no CSR
activities were developed or implemented, in compliance with the applicable legal requirements and
regulations governing such obligations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions related to subsidiaries, joint ventures, and associate companies do not apply to the
Company, as it does not have any such entities during the financial year.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTOR

In the opinion of the Board, all Independent Directors, including those appointed during the year, possess
integrity and demonstrate expertise and experience in their respective fields. Additionally, each
Independent Director has successfully cleared the proficiency self-assessment test conducted by the Indian
Institute of Corporate Affairs. The Board is confident that these directors contribute valuable insights and
uphold the highest standards of corporate governance and professionalism in fulfilling their roles.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
mandates that the Board shall monitor and review the board evaluation framework. The Act states that a
formal annual evaluation of the performance of the Chairman, Board, its committees and of individual
directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act
state that the performance evaluation of Independent Directors shall be done by the entire Board of
Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also
mandates that the Board shall evaluate the fulfilment of the independence criteria of the Independent
Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of all the individual directors, the Board as a whole and that of its Committees
was conducted based on the criteria and framework adopted by the Board.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such as the composition of Committees, effectiveness of
Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the SEBI.

The Board reviewed the performance of individual Directors on the basis of 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 a separate meeting of independent directors, performance of Non-Independent Directors and the Board
as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board,
taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board
also assessed the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013.

COMMITTEES OF BOARD

The Board of Directors have constituted the following committees,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The detailed disclosures about the composition, terms of reference and meetings of the committees are
provided in the Corporate Governance report, attached as Annexure-2.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the
Company''s Code, any actual or potential violation, howsoever insignificant or perceived as such, would be
a matter of serious concern for the Company. The role of the employees in pointing out such violations of
the Company''s Code cannot be undermined. In accordance with Section 177(9) of the Act and Regulation
22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that
provides a formal channel for all its directors, employees, and other stakeholders to report concerns about
any unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for
the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, the work performed by the internal, statutory, and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory
auditors and the reviews performed by management and the relevant Board Committees, including the
Audit and Compliance Committee, the Board is of the opinion that the Company''s internal financial controls
were adequate and effective during FY 2024-25.

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board
hereby state 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;

(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; and,

(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.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-
2.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
is attached to this report as Annexure-3.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management
Executives regarding compliance of the Code of Conduct during the year under review. A declaration by
the Managing Director affirming compliance of Board Members and Senior Management Personnel to the
Code is attached to this report as Annexure-4.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing
Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as
Annexure-6.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year and hence not being commented upon.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to it Members, financial institutions, bankers
and business associates, Government authorities, customers and vendors for their co- operation and
support and looks forward to their continued support in future. Your Directors also place on record, their
deep sense of appreciation for the committed services by the employees of the Company.

On Behalf of the Board of Directors
For Univa Foods Limited

Mallinath Madineni Deepak Babulal Kharwad

Managing Director Director

(DIN: 01556784) (DIN: 08134487)

Dated this September 4, 2025 at Mumbai.

---

Mar 31, 2024

1. The Directors present the 33^rd Annual Report along with the Audited Financial Statements of the Company for the year ended 31^st
March, 2024.

2. Financial Results (Rs. In Lakhs)

Description	Financial Year 2023-24	Financial Year 2022-23
Total Income	6.31	19.53
Total Expenses	77.38	47.73
Profit/Loss before tax	-71.07	-28.20
Current Tax / Deferred Tax Credit / (Charge) (net)	-	-
Profit for the year	-71.07	-28.20
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	-71.07	-28.20
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-0.4962	-0.1969

3. Financial Performance and the State of Company’s affairs

The total loss for the year is Rs. 71.07 lakhs as compared to loss of Rs. 28.20 lakhs in the previous year. Loss before Tax for the year is
at Rs. 71.07 lakhs as against loss of Rs. 28.20 lakhs in the previous year.

4. Dividend & Transfer to reserve

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to
declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

5. Finance Share Capital

The paid-up equity share capital as on 31^st March, 2024, was Rs. 1432.28 lakhs (Equity shares of Rs. 10/- each). There is no change
in the paid-up share Capital of the Company during the year under review.

6. Material Changes & Commitments

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

7. Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or
interest on public deposits was outstanding as on the date of the Balance Sheet.

8. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility does not apply to the Company.

9. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as
a part of this report as Annexure-1.

10. Corporate Governance Report

A report on Corporate Governance together with the certificate of the company secretary in practice as stipulated in Regulation 34(3)
read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-2.

Detailed information on the meetings of the Board and its various Committees are included in Corporate Governance Report forming part
of this report.

11. Annual Return

Annual Return as at 31^st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the
website of the Company and same can be accessed at www.hotelrugby.co.in.

12. Directors’ Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material
departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and

prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024, and of
the loss of the Company for the year ended 31^st March, 2024.

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 safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

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

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating
effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7)
of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of
independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank
of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are
disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year
2023-2024 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of
maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipment’s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its
Subsidiaries, Joint Venture or Associate Companies

As on 31^st March, 2024, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company has also approved shifting of the registered office of the Company from the from the existing
2, Ground Floor, 9, Dev Bhuvan, Gazdar Street, Chirabazar, Kalbadevi, Mumbai City-400002 to B-702, 7th Floor, Neelkanth
Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai - 400086 within same city same state and within same
ROC.

19. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

20. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mr. Mallinath Madineni (DIN: 01556784), was appointed as an Additional Director of the Company on 28^th June, 2024. However,
his designation was changed from Additional Director to Managing Director on 02^nd August, 2024. Your Directors proposes his
appointment in the ensuing 33^rd Annual General Meeting.

b. Mr. Deepak Babulal Kharwad (DIN: 08134487) was appointed as the Executive Director of the Company w.e.f 28^th June, 2024.
However, his designation was changed from Executive Director to Non-Executive Non- Independent Director on 02^nd August, 2024.
Your Directors proposes his appointment in the ensuing 33^rd Annual General Meeting.

c. Mr. Prasoon Mishra (DIN: 06497540) was appointed as an Additional Independent Director of the Company on 06^th July, 2024.
Your Directors proposes his appointment in the ensuing 33^rd Annual General Meeting.

d. Ms. Gayathri Srinivasan Iyer (DIN: 09054785) as an Additional Independent Director of the Company on 06^th July, 2024. Your
Directors proposes her appointment in the ensuing 33^rd Annual General Meeting.

e. Mr. Gunjan Jain was appointed as Company Secretary and Compliance Officer of the Company on 26^th July, 2024.

During the year under review, the Board accepted resignation of the following Directors:

f. Mr. Jonna Venkata Tirupati Rao (DIN: 07125471), has tendered his resignation from the post vide letter dated 02^nd August, 2024 due
to pre-occupation.

g. Mrs. Haseena Shaik (DIN: 08141400), was appointed as Managing Director of the Company on 29^th June, 2022 and tendered her
resignation from the post vide letter dated 02^nd August, 2024 2024 due to pre-occupation.

h. Mr. Vishal Omprakash Sharma (DIN: 06859500), was appointed as Additional Director of the Company on 22^nd March, 2024 and
tendered his resignation from the post vide letter dated 28^th June, 2024.

i. Mr. Nikhil Dilipbhai Bhutta (DIN: 02111646), was appointed as Additional Director of the Company on 11^th March, 2024 and
tendered his resignation from the post vide letter dated 28^th June, 2024.

j. Mr. Suresh Tangella (DIN: 09354581) has tendered his resignation as the Director of the Company vide his letter dated 16^th May,
2024 due to pre-occupation.

Directors to retire by rotation:

k. Mr. Deepak Kharwad (DIN: 0813448) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. The members are requested to consider and approve his re-appointment.

21. Disclosure regarding Company’s policies under Companies Act, 2013

The Company’s policies on i) Director’s appointment and remuneration, determining criteria for qualification/ independence, ii)
Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees
and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are
available on the website of the Company www.hotelrugby.co.in.

22. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the
Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns
or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g.,
unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at
Company’s Website www.hotelrugby.co.in.

23. Particulars of Employees and Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw
any Remuneration as on 31^st March, 2024.

24. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance,
appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual
audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the
systems and procedures and monitors the actions to be taken.

25. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and
conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on
safety adherence and developing the community on national and international events related to Health, Safety and Environment.
During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the
employees through campaigns on its crucial significance in today’s world. All functional Departments work in cohesion to a common
goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

26. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. Auditors

i) M/s B.M. Gattani & Co., Chartered Accountants., were appointed as Statutory Auditors of the Company for conducting audit of
financial statements of the Company. Your Directors proposes their appointment in the ensuing 33^rd Annual General Meeting.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. HRU & Associates.
(Membership No. A46800), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial
year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-3.

28. Auditors’ Report

The qualifications made by the Statutory auditors’ report, read together with the relevant notes thereon are self-explanatoryand hence, do
not call for any comments under Section 134(3 )(f) of the Companies Act, 2013.

The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying
with the same.

29. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

30. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

31. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

32. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and
Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,
For Univa Foods Limited

Mr. Jayaghosh Yarlagadda

Director & Chairman
DIN: 00191727
Date: 5^th September, 2024

---

Mar 31, 2015

Dear Members,

The Board of Directors of the Company take pleasure in presenting the 24th Annual Report along with the Audited Accounts for the Financial Year ended 31st March, 2015.

1. Financial Results of The Company , The Financial performance of the Company for the Financial Year ended 31st March, 2015, is summarized below: -

(Rs. in Lacs)

2014-15 2013-14

Sales and other Income 17.41 25.11 Profit Before Interest, Tax And Depreciation , (22.90) 10.27

Interest 0.017 0.01

Profit Before Exceptional Items & Tax (22.89) 10.26

Less:-Exceptional Item Prior Period Expenses 0 0

Add:-Exceptional Income

a) Provision for Dimulation in Value of Investment earlier provided now written back 0 5.07

b) Amount of Margin Money Paid towards investment in NSEL Contracts Written off. 0 (64.43)

Profit Before Tax (22.89) (49.10)

Less:- Provision for Taxation 0 0

Net Profit After Tax (22.89) (49.10)

Excess/(short) Income Tax Provision (4.07) 1.80

Loss Brought Forward (3366.00) (3318.70)

Profit/(Loss) Available for Appropriation (3392.96) (3366.00)

2. Transfer to Reserves:

In view of Losses incurred during the year and due to accumulated losses of earlier years, the Company had not transferred any amount to the Reserves.

3. Operations

The Company has not carried out any Business activities during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

4. Dividend

In view of the losses during the year and accumulated losses of earlier years, your Directors express their inability to declare dividend for the year under review.

5. Public Deposit

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 73 and Section 76 of the Companies Act, 2013 and rules made framed there under, during the year under review. There are no unpaid and unclaimed deposits at the end of Financial Year 2014-15. Further, there was no default in repayment of Deposits and payment of interest thereon during the year.

6. Subsidiaries, Associate and. Joint Venture Companies:

The Company does not have Subsidiary, Associate and Joint Venture Companies.

7. Extracts of the Annual Return of the Company:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2015, in the prescribed form MGT - 9, forms part of the report and is annexed as Annexure I to this report.

8. Number of meetings of the Board/Committees of Board:

During the Financial Year 2014-15, five (5) Board Meetings were convened and held (excluding meeting of Independent Directors). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. '

The Board of Directors has constituted four committees namely - Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee which enables the Board to deal with specific areas/activities that need a closer review and to have an appropriate structure to assist in the discharge of their responsibilities. The details of the composition of the Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and their respective terms of reference are included in the Corporate Governance Report forming part of the Annual Report. The Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

The details of the Board meetings held during the year and that of Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee are also set out in the Corporate Governance Report forming part of the Annual Report.

9. Details about Directors and KMPs who were Appointed/Resigned during the' Financial Year. N Details of Directors

Sr. No Name Designation Appointment W.E.F. /Resignation

1 Mr. Ashok Kadakia Independent Director Appointment 30.09.2014

2. Mr. Dinesh Patel Independent Director Appointment 30.09.2014

Name Remarks

Mr. Ashoke kadakai Appointed by the shareholders at the Annual General Meeting held on 30.09.2014

Mr. Denesh patel Appointed by the shareholders at the Annual General Meeting held on 30.09.2014.

ii) Details of KMPs

Sr. No. Name Designation Appointment; W.E.F. Resignation

1 Suhas Pawar Company Appointment 1.09.2014 Secretary

2 Suhas Pawar Company Resignation 30.10.2014 Secretary

3 Mahendra CEO Appointment 31.03.2015 Thacker

4 Rajesh Parikh CFO Appointment 31.03.2015

Name Remarks

SUuhash pawar Appointed by Board of Director at the Board meeting held on 31.07.2014

Suhash pawar Resignation taken on record at the Board Meeting held on 30.10.2014

Mahendra Thaker Appointed by Board of Director at the Board meeting held on 31.03.2015

Rajesh parich Appointed by Board of Director at the Board meeting held on 31.03.2015

10. Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mahendra Thacker (DIN - 01405253), Director of the Company retires by rotation and offers himself for re-appointment.

11. A Statement on declaration given by Independent Directors

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.

12. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act,2013

(a) that in the preparation of the annual financial statements for the year ended March 31,2015, 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 as on 31st March, 2015 and of the loss 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;

(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 and

(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. Auditors

The Company's Auditors M/s. R. Kabra & Co., Chartered Accountants, Mumbai (FRN-104502W) were appointed at the 23rd Annual General Meeting (AGM) held on 30.09.2014 for a period 3 (Three) years i.e. from the Conclusion of 23rd AGM until the conclusion of 26th AGM subject to ratification by Members at every subsequent AGM. However, M/s. R. Kabra & Co., Chartered Accountants, Mumbai (FRN-104502W) vide their letter dated 10.07.2015 had expressed their inability to continue as the Statutory Auditors of the Company from the conclusion of the 24th AGM of the Company Financial Year due to other pre-occupation. Therefore, your Directors approached M/S; R. K. Patni &Co., Chartered Accountants, Mumbai (FRN-131257W), who had expressed their willingness and eligibility to act as Statutory Auditors of the Company and also furnished the Certificate certifying that they fulfill the criteria pursuant to Section 141 of the Companies Act, 2013. Accordingly, on recommendation of the Audit Committee and subject to approval of the Members they were appointed as the Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of 29th AGM subject to ratification by Members at every subsequent AGM on such Remuneration as may be decided by the Board of Directors of the Company.

14. Internal Auditors, Internal Control System and their Adequacy:

Pursuant to provisions of Section 138 of the Companies Act, 2013 and relevant Rules framed there under, the Company has appointed M/s M. H. Dalai & Associates, Chartered Accountants, Mumbai (Firm Registration Number - 112449W) as Internal Auditors of the Company for the Financial Year 2014-15. The Internal Auditors are require to report to the Audit Committee of the Board after conducting comprehensive audit of operations of the Company.

In order to attain the corporate objectives, strict internal controls systems were implemented across the organization. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

15. Policies on appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178:

The Company has a Nomination and Remuneration Policy formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules framed there under and as amended from time to time. The policy shall apply to all Directors (Executive, Non Executive & Independent), Key Managerial Personnel and Senior Management. The Policy laid down the roles of the Committee, criterion for appointment of Directors, Key Managerial Personnel and Senior Management and parameters for determining the remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

16. Whistle Blower Policy:-

Pursuant to-the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors/Committee Members and employees to report instances of unethical behavior, actual or potential fraud or violation of the Company's Code of Conduct or Ethics policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairperson of the Audit Committee in exceptional cases.

17. Corporate Social Responsibility:

Though the provisions of Section 135 of The Companies Act, 2013 and Rules framed there under regarding Corporate Social Responsibility are not applicable to the Company, the Company has framed the Corporate Social Responsibility (CSR) Committee as per the requirement of Companies Act, 2013, which consists of Mr. Mahendra Thacker (Executive Director), Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok Kadakia (Independent Director). The Company believes that Corporate Social Responsibility (CSR) is the continuing commitment for improving the quality of life of the society at large.

18. Reservation and qualification on Auditor Report.

Regarding qualification made by the Auditors in their Report on Note no. 21 of Accounts and point no. (i)(c) of Annexure to Auditors' Report w.r.t. Going Concern Concept, we state as under: The Company is having liquid funds and is looking for some good avenue of business. The Company has invested most of its liquid funds on short term basis so that funds can be available whenever required.

The qualifications made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

19. Details in respect of frauds reported by Auditors pursuant to section 143(12) of the Companies Act, 2013:

During the year under review, there were no incidences of fraud reported by Auditors.

20. Secretarial Audit report given by Company Secretary in practice:

Pursuant to the provisions of Section 204 of the Companies Act, 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Sanjay Dholakia & Associates, Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as Annexure - II to this Report. The said report, does not contain any qualification, reservation or adverse remarks.

21. Disclosures relating to Loans, Guarantees or Investments made by company under section 186.

During the year under review, the Company had not given any Loans and Guarantees. The details of Investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013 are duly mention in the Notes to Accounts forming the part of Annual Financial Statements for the year ended 31st March, 2015.

22. Particulars of contracts or arrangements with related parties referred to in sub-section(1) of section 188:

There were no Related Party Transactions during the year under review.

23. Corporate Governance Report and Management Discussions and Analysis:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled 'Report on Corporate Governance' and 'Management Discussion Analysis (as per Annexure - III)' forms part of this Annual Report.

The Report on Corporate Governance also includes certain disclosures that are required, as per Companies Act, 2013. Auditors' Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement also forms part of this Annual Report.

24. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the Financial Year Financial Year of the company to which the financial statements relate and the date of the report:

In terms of the information required under Sub-section (3)(l) of Section 134 it is to be noted that there are no material Changes and commitments affecting the financial position of the company have. occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report. <

25. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo.

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of | Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are not applicable.

B. During the year under review there has been no earnings and outgo in foreign exchange.

26. Disclosures about annual performance evaluation by the Directors of the Company of its own and committees and Individual Directors The Nomination and Remuneration Committee laid down the criteria for performance evaluation of Directors including Independent Directors, Board of Directors and Committees of the Board. The criteria for performance evaluation covers the areas relevant to their functioning as independent directors or other directors, member of Board or Committees of the Board.

27. 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 were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations except the following:

Revocation of Suspension of trading of equity:

During the Financial Year, Company has paid Rs. 24,71,920 to BSE Ltd towards Revocation of Suspension in trading of equity shares on BSE on 02.06.2014. In October, 2014, BSE Ltd has revoked the suspension on trading of the equity Shares of the Company. Accordingly now the Company's Equity shares can be traded on BSE along with NSE.

28. Information in terms of under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) The information pertaining to Rule 5 of the Company (Appointment and Remuneration of Managerial Personnel Rules, 2014) is given as below:

(i) the ratio of the remuneration of each Director to the median remuneration of the Employees of the company for the Financial Year is not required to be mentioned as there were no employees in the Company during the year under review;

(ii) during the year under review, no remuneration was paid to Directors of the Company. The salary of Rs. 25,000/- p.m. was paid to Mr. Suhas Pawar, Company Secretary of the Company for a period of two months. Mr. Rajesh Parikh and Mr. Mahendra Thacker were appointed as Chief Financial Officer and Chief Executive Officer respectively w.e.f. 31.03.2015. There was no Manager in the Company;

(iii) the details w.r.t. the percentage increase in the median remuneration of employees in the Financial Year is not required to be given, as there were no employees in the Company during the year under review;

(iv) there were no permanent employees during the year under review;

(v) the explanation on the relationship between average increase" in remuneration and company performance is not required to be given, as there were no employees during the year under review;

(vi) Mr. Suhas Pawar was appointed as Company Secretary of the Company as all Companies having paid up capital of Rs. 5 Crores or more are required to appoint Whole-Time Company Secretary in employment.

(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:

Stock Market Market Market exchange Price as on Price as on Capitalization 31.03-2014 31.03.2015 as on31.03.2014

As per BSE - 3.21 -

As per NSE 420 4.25 60155760

Stock exchange Market PE Ratio as on PE Ratio as on Capitalization 31.3.2014 31.03,2015 as on 31.03.2015

As per BSE 45976188 - 16.89

As per NSE 60871900 -12.73 -22.37

(viii) the details w.r.t. 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, is not required to be given as there were no employees in the previous Financial Year and during the year under review and no managerial remuneration was paid;

(ix) the details w.r.t. the key parameters for any variable component of remuneration availed by the Directors is not required to be given as no remuneration was paid to the Directors;

(x) the details w.r.t, 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, is not required to be given as no remuneration was paid to Directors and there were no employees during the year under review; and

(xi) the details w.r.t. affirmation that the remuneration is as per the remuneration policy of the company, is not required to be given as there wene no employees and no remuneration was paid to Directors. Further, Remuneration paid to Mr. Suhas Pawar, Company Secretary of the Company, was paid as per the Remuneration Policy of the Company.

29. Risk Management:

Your Company recognized that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner there are no risks which in the opinion of the board affect the company operations on going concern basis. The Board periodically reviews the risks & measures are taken for mitigation.

30. Prevention of Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed hereunder. No complaints were received during the year under the said policy.

31. Acknowledgement

The Directors gratefully acknowledge all stakeholders of the Company viz. Members and banks for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors



sd/-

Place Mumbai MAHENDRATHACKER

Date: 10.08.2015 CHAIRMAN

DIN-01405253

---

Mar 31, 2014

Dear Members,

The Directors hereby present the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:

(Rs. in Lacs)

For the For the Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 25.11 35.34

Profit Before Interest, Tax And Depreciation 10.27 11.48

Interest 0.01 3.79

Profit Before Exceptional Items & Tax 10.26 7.69

Less:- Exceptional Item

Prior Period Expenses 0 0

Add :- Exceptional Income

a) Provision for Dimulation in value of Investment earlier provided now written back 5.07 305.87

b) Amount of Margin Money Paid towards investment inNSEL Contracts written off. (64.43) 0

Profit Before Tax (49.10) 313.56

Less :- Provision for Taxation 0 1.86

Net Profit After Tax (49.10) 311.70 Excess Income Tax Provision 1.80 0 Loss Brought forward (3318.70) (3630.40)

Profit/(Loss) Available for Appropriation 3366.00 3318.70

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS'' REPORT:

The Board''s reply regarding the sub point (e) of point 2 to the Auditors'' Report that disqualification of directors was on account of non filing of annual accounts and annual returns for three consecutive years in its subsidiary companies namely Jai Thackers Land Development Limited and Polar Finance Limited. Subsequently, they ceased to be the subsidiary companies of the Company and converted themselves into a Private Company. Moreover, the period of five years of disqualification of directors started from the date on which the subsidiary Companies failed to file annual accounts and annual returns i.e. 29.11.2008 and ended on 29.11.2013. In view of the aforesaid facts, at present no Directors of the Company are disqualified from being appointed and/or re-appointed as a Director.

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not require any comments from your Directors pursuant to Section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s R. Kabra & Co., Chartered Accountants (FRN:104502W), Mumbai, retire at the forthcoming Annual General Meeting and being eligible to hold the office for a term of 3 more years, subject to ratification by the Members at every AGM, offer themselves for re-appointment. The Auditors retiring have furnished a certificate of their eligibility for re-appointment under Section 139 of the Companies Act, 2013 and rules made thereunder and have indicated their willingness to continue. The Members are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Polar Finance Limited ceased to be subsidiary during the year under reference. As a result of which there are no other subsidiaries in the Company.

In view of the above, a statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary to be appended to the Balance Sheet and other relevant disclosures are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs.60,00,000 p.a. or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Darshana M. Thacker (DIN:02003242) retires by rotation and being eligible offers herself for re-appointment.

During the year under review, Mr. Dinesh L. Patel (DIN:06439238) was appointed by the Board at their meeting held on 31.01.2014 as an Additional Director (Independent Director) of the Company. The Company has received a Notice in writing from a Member along with requisite deposit under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director. Your Directors recommend his appointment.

As per provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including statutory modification(s) or re- enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, the Board recommends the reappointment of Mr. Ashok M. Kadakia as the Independent Director of the Company for a period of five years upto 31st March 2019. The Company has received a Notice in writing from a Member along with requisite deposit proposing his candidature for the office of Director of the Company.

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 the applicable provisions of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(b) That 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 on 31st March, 2014 and of the Profit/ Loss of the Company for the year under review;

(c) That 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 preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2014 31.03.2013

Foreign Exchange Earnings Rs. NIL Rs. NIL

Foreign Exchange Outgo Rs. NIL Rs. NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Mr. Mahendra Thacker Date : 31.07.2014 Director Place : Mumbai (DIN:01405253)

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai - 400 020.

---

Mar 31, 2013

The Directors hereby present the 22nd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS :

The figures of the current accounting year are summarized below:

(Rs. in Lacs

Particulars For the For the Year ended Year ended 31.03.2013 31.03.2012

Sales and Other Income 35.34 43.89

Profit Before Interest, Tax

And Depreciation 11.48 28.50

Interest 3.79 2.21

Profit Before Exceptional Items & Tax 7.69 26.29

Less :- Exceptional Item

Prior Period Expenses 0 0

Add :- Exceptional Income

Provision for Dimulation in value of Investment earlier

provided now written back 305.87 0

Profit Before Tax 313.56 26.29

Less :- Provision for Taxation 1.86 0.70

Net Profit After Tax 311.70 25.59

Loss Brought forward (3630.40) (3655.99)

Profit/(Loss) Available for Appropriation (3318.70) (3630.40)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made there under, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

Disqualification of Directors was on account of non filing of annual accounts and annual returns for three consecutive years in its subsidiary company namely Jai Thackers Land Development Limited. Subsequently, it ceased to be a subsidiary company of the Company and converted into a Private Company. Therefore disqualification of directors is no more applicable to the Directors as Section 274 (1) (g) is not applicable to Private Company.

The observations made by the Auditors in their Report read with relevant notes given in the Notes on Accounts are self explanatory and therefore, do not require any comments from your Directors pursuant to Section 217(3) of the Companies Act, 1956.

AUDITORS :

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorize the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Jai Thackers Land Development Limited ceased to be subsidiary during the year under reference. The Company has now only one subsidiary namely Polar Finance Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the subsidiary is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified in Section 212(1) in respect of the Subsidiary Company have not been attached to the Balance Sheet. Financial Information of the Subsidiary Company is disclosed in the Annual Report. The Company will make available these documents/details to the Members of the Company and the Subsidiary Company upon request made in this regard to the Company. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned Subsidiary Company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs. 60,00,000 p.a. or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Kadakia retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. V. P Shah ceased to be a Director of the Company due to his sudden demise on 06.02.2013. The Board appreciates the valuable contribution and guidance provided by him.

DIRECTORS'' RESPONSIBILITY STATEMENT :

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(b) That 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 on 31st March, 2013 and of the Profit/ Loss of the Company for the year under review;

(c) That 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 preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

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

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

APPRECIATION :

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Sd/-

Mr. Mahendra Thacker

Date : 31st July 2013 Managing Director

Place : Mumbai

Regd. Office: Mr. Ashok Kadakia

6, Stadium House Director

81/83 Veer Nariman Road

Mumbai - 400 020.

---

Mar 31, 2012

The Directors hereby present the 21st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below: (Rs.in Lacs) Stand-alone Results Consolidated Results

Particulars For the For the For the For the Year Year Year Year ended ended ended ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011 Sales and Other Income 43.89 36.89 123.44 36.90

Profit Before Interest, Tax And Depreciation 28.50 21.74 107.83 21.25

Interest 2.21 0 2.21 0.0009

Profit Before Exceptional Items & Tax 26.29 21.74 105.62 21.24

Less:- Exceptional Item

Prior Period Expenses 0 2.14 0 0 Add :- Exceptional Income

Sundry deposit provided earlier written back 0 50.00 0 0

Profit Before Tax 26.29 69.60 105.62 21.24

Less:-Provision for Taxation 0.70 0 15.90 0

Net Profit After Tax 25.59 69.60 89.72 21.24

Less: Short Provision for Income 0 1.63 1.00 0 Tax earlier year

Add: Deferred Tax Reversed of earlier year 0 0 0 0

25.59 67.97 88.72 21.24

Loss Brought forward (3655.99) (3723.96) (4875.46) (4942.93)

Profit/(Loss) Available for Appropriation (3630.40) (3655.99) (4786.74) (4875.46)

APPROPRIATIONS:

Transfer to General Reserve NIL NIL

Proposed Dividend NIL NIL

Balance Carried To Balance Sheet (3630.40) (3655.99)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under.review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to Point No.4 (f) (1) of Auditors Report, in respect of Note 16 pertaining to accounts prepared on going concern basis, the Board wishes to state that the Company has sold majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts ongoing concern basis.

With regard to Point No.4 (f) (2) of Auditors Report, in respect of Note 1 pertaining to the Share Capital of the Company, the Board wishes to state that Note 1(a) has given full details.

With regard to Point No.4 (f) (2) of Auditors Report, in respect of Note 6 pertaining to non-verification of investments, it is hereby clarified that the same is certified by the management.

The other observations, if any, made by the Auditors in their Audit Report have been duly clarified and explained either in the Report or in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

The Company has two subsidiaries viz. Polar Finance Limited and Jai Thackers Land Development Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified

in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. Financial Information of the subsidiary Companies is disclosed in the Annual Report. The Company will make available these documents/details to the members of the Company and the Subsidiary Companies upon request made in this regard to the Company. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned subsidiary company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiaries is annexed to this Annual Report. Jai Thacker's Land Development Ltd ceased to be subsidiary on account of sale of shares by the Company from July 2012.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs. 2,00,000 p.m or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. V. P. Shah retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. Jyotindra Kapadia ceased to be a director of the Company due to his sudden demise on 27.06.2012. The Board appreciates the valuable contribution and guidance provided by him.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(b) That 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 on 31st March, 2012 and of the Profit/ Loss of the Company for the year under review;

(c) That 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 preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption. Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2012 31.03.2011

Foreign Exchange Earnings Rs.NIL Rs.NIL

Foreign Exchange Outgo Rs.NIL Rs.NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

sd/- Mr. Mahendra Thacker Managing Director

sd/- Mr. Ashok Kadakia Director

Date : 31.07.2012 Place: Mumbai

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai-400 020.

---

Mar 31, 2011

Dear Members,

The Directors hereby present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:

Particulars For the For the Year ended Year ended 31.03.2011 31.03.2010 (Rs.in Lacs) (Rs.in Lacs)

Sales and Other Income 36.89 28.82

Profit Before Interest, TaxAnd 21.74 13.22 Depreciation

Interest 0 1.72

Profit Before Exceptional Items & Tax 21.74 11.50

Less :- Exceptional Item

Prior Period Expenses 2.14 0.00

Add :- Exceptional Income

Sundry deposit provided earlier written 50.00 0 back

Profit Before Tax 69.60 11.50

Less :- Provision for Taxation 0 1.80

Net Profit After Tax 69.60 9.70

Less: Short Provision for Income Tax 1.63 0.03 earlier year

Add: Deferred Tax Reversed of earlier 0 1.54 year

67.97 11.21

Loss Brought forward (3723.96) (3735.17)

Profit/(Loss) Available for (3723.96) (3735.17) Aprropriation

Profit/(Loss) Brought Forward (3655.99) (3723.96)

APPROPRIATIONS:

Transfer to Gener.al Reserve NIL NIL

Proposed Dividend . NIL NIL

Balance Carried To Balance Sheet (3655.99) (3723.96)

DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken. The Company has earned the income by way of Interest & Dividend.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to point 4 (f) (1) pertaining to accounts prepared on going concern basis the Board wishes to state that the Company has sold majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts on going concern basis.

With regard to point 4 (f) (2) pertaining to the Share Capital of the Company, the Board wishes to state that Schedule I has given full details. As regards non-verification of investments, the same is certified by the management.

The other observations, if any, made by the Auditors in their Audit Report have been duly clarified and explained either in the Report or in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra & Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

The Company has two subsidiaries viz. Polar Finance Limited and Jai Thackers Land Development Limited.

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the annual accounts and other reports specified in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. Financial Information of the subsidiary Companies is disclosed in the Annual Report. The Company will make available these documents/details to the members of the Company and the Subsidiary Companies

upon request made in this regard to the Company. The Annual Accounts of the subsidiary Companies will also be kept for inspection by any member of the Company at its Registered Office and at the Registered Office of the concerned subsidiary company.

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute o Chartered Accountants of India, the Consolidated Financial Statements of the Company and it: subsidiaries is annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year under review, as there were no employees on the payroll of the Company, drawing salary/remuneration of Rs.2,00,000 p.m or more, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ashok Kadakia retires by rotation and being eligible offers himself for re-appointment.

During the year, Mr. Jyotindra Kapadia was appointed as an Additional Director w.e.f 01.02.2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Jyotindra Kapadia holds office only up to the Annual General Meeting. The appointment of the Director requires approval of the shareholders in General Meeting by way of ordinary resolution.

Mr. Mihir Thacker resigned from the Board w.e.f 29.08.2011. The Board wishes to place on record its appreciation for services rendered by him during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures.

(b) That 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 on 31sl March, 2011 and of the Profit/ Loss of the Company for the year under review;

(c) That 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 preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along- with a certificate from Auditors of the Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

31.03.2011 31.03.2010

Foreign Exchange Earnings Rs. NIL Rs.NIL

Foreign Exchange Outgo Rs. NIL Rs.NIL

APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders and Bankers of the Company.

For and On behalf Of the Board

Mr. Mahendra Thacker Managing Director

Mrs. Darshana Thacker

Executive Director

Date : 29.08.2011 Place : Mumbai

Regd. Office: 6, Stadium House 81/83 Veer Nariman Road Mumbai - 400 020.

---

Mar 31, 2010

The Directors hereby present the 19th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

The figures of the current accounting year are summarized below:





Particulars For the For the Year ended Year ended

31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 28.82 52.56

Profit Before Interest,

TaxAnd Depreciation 13.22 (1.62)

Interest 1.72 1.31

Depreciation 0 1.60

Profit / (Loss) Before Tax 11.50 (4.54)

Less :- Exceptional Item 0.00 0.00

Add :- Exceptional Income (M/s. Rupali Commercial 0 56.49 Pvt. Ltd. towards Time Share settlement)

Less : - Provision for Taxation

- Fringe Benefit Tax 0.03 0.02

- Current Tax 0 5.35

- Deferred Tax 0 (0.18)

Net Profit / (Loss) After Tax 11.47 46.76

Short Provision for Income Tax earlier year 0.00 0.00

Deferred Tax Reversed of earlier year 1.54 0.00

Profit/(Loss) Brought Forward (3735.17) (3781.93)

Profit/floss) Available for Appropriation (3722.16) (3735.17)

APPROPRIATIONS:

Transfer to General Reserve NiL NIL

Proposed Dividend NiL NIL

Balance Carried To Balance Sheet (3722.16) (3735.17)





DIVIDEND:

In view of the accumulated losses of the earlier years, your Directors express their inability to declare any dividend for the year under review.

OPERATIONS:

The Company has not carried out any Business activity during the year. Your Directors are considering various avenues & options for the activities to be undertaken.

PUBLIC DEPOSITS.

The Company has neither invited nor accepted any Public Deposit within the meaning of the Section 58A of the Companies Act, 1956 and rules made thereunder, during the year under review.

OBSERVATIONS IN THE AUDITORS REPORT:

With regard to point 4 (f) (1) pertaining to uncertainty about discharge of retirement benefit the Board wishes to state that the Company has sold majority of its Fixed Assets and there is no employee of the Company. The Company has already paid all its statutory liabilities and also other pending amounts towards the benefits. There is no claim from any of the employee of the Company.

With regard to point 4 (f) (2) pertaining to accounts prepared on going concern basis the Board wishes to state that the Company has sold its majority of its fixed assets and settled liabilities towards Bank(s). Out of the Balance amount left, the Company is considering various options for the revival of the business. Company has therefore prepared accounts on going concerned basis.

With regard to point 4 (f) (3) pertaining to Subsidiary Companies Account, the Board wishes to state that the Company has already prepared a consolidated account and is attached to the Balance Sheet. Further both the subsidiary do not have any business or no major expenses. In view of this the Company has not given particulars of the Subsidiary.

With regard to point 4 (f) (4) pertaining to the Share Capital of the Company, the Board wishes to state that the Schedule I has given full details. As regards non verification of investments, the same is certified by the management.

The other observations made by the Auditors in their Audit Report have been duly clarified and explained either in the relevant notes forming part of the Annual Accounts, which are self explanatory and do not need any further clarification.

AUDITORS:

The Auditors M/s R. Kabra it Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to consider their re-appointment and authorise the Board of Directors to fix their remuneration.

SUBSIDIARY COMPANIES:

M/s. Polar Finance Limited and M/s. Jai Thackers Land Development Ltd. continued to be Subsidiaries of your Company during the year under review. The Company has already attached Consolidated Accounts incorporating Accounts of Subsidiaries.

PARTICULARS OF EMPLOYEES :

During the year under review, as there were no employees on the payroll of the Company, information pertaining to Section 217 (2A) of the Companies Act, 1956 is not applicable.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. V. R Shah retires by rotation and being eligible offers himself for re-appointment. During the year Mr. Jitendra Shah resigned from the board w.e.f. 20-3-2010. The board wishes to place on record its appreciation for the services rendered by him during his tenure.

The information to be provided for the abovementioned director under Corporate Governance Codes of the Listing Agreement has been given in the Corporate Governance Section of the Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT:

The Board states

(a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed except Accounting Standard 15 for gratuity liability relating to previous years.

(b) That 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 on 31st March, 2010 and of the Loss of the Company for the year under review;

(c) That 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 preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance has been incorporated as a part of this report along-with a certificate from Auditors of the,Company, which is annexed thereto.

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

(A) CONSERVATION OF ENERGY:

Energy Conservation remained an area of priority for the Company. Selective replacement of obsolete equipments and awareness of the employees through training has enabled the Company to achieve reduction in energy consumption.

Since your Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(B) TECHNOLOGY ABSORPTION:

The activities of the Company do not involve any technology absorption or expenditure on research and development.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:





31.03.2010 31.03.2009

Foreign Exchange Earnings Rs. NIL Rs.NIL

Foreign Exchange Outgo Rs. NIL Rs.NIL





APPRECIATION:

Your Directors wish to place on record their appreciation for the wholehearted co-operation received from Shareholders, Bankers, Financial Institutions and valued Customers of the Company.





For and On behalf Of the Board

Mr. Mahendra Thacker

Date : 31.08.2010 Managing Director

Place : Mumbai

Regd. Office:

6, Stadium House

81/83 Veer Nariman Road

Mumbai - 400 020.

Mr. Ashok Kadakia

Director