The Directors have immense pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for tho Financial Year ended March 31.2015.

Financial Results

The highlights of financial rosults are as undor:

                                                2014-15         2013-14

Operating Profit (EBIDTA)                     27,64,199        12,73,882

Finance Cost                                  1,76,740            13,565

Gross profit (PHD)                            25,87,459        12,60,317

Depreciation & amortization                   10.53.337        10,41 026

Tax Expense.

- Current Tax (net)

- MAT credit entitlement (2.92.327)

                             2,92,327                0          (47.603)

Delerred  TaX                                 8,00,065        (5,67,908)

Previous year Taxes                            (4,840)

Profit After Tax                             19.20,347        (3,96 116)

The Company has not doclarnd any dividend lor the year ended March 31, 2015.

DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUNO

provmlon# of S-cllon 125(2) of the ComptinleB Acl, 2013 do nol apply as there war, no dividend daclnred and paid last year.

OPERATIONS

Dumiiii The year under roviow. fho ruvenuo from opuralion. declined lo 42,68,473 Rs, as against Rs. 67,07,000 In previous year Phi LUIUTA recordod lor the yoar increased during lire year to Rr,. 27.64,199 as ugalnsl Re. 12,73,882 of previous ynar. The not profit lr. Rr, 19 29,347 an against loan ol Hit. 3,96.116 in previous yoar.

Company has Irunulerrod Rs. 19,29.347 to tho reserve account

Finance

1. Share Capital

The paid up equity f-hr.tro capital as on 31 March 2015 was Rs. 99,90,000.Thoro waft no public issue, rights issue, bonus issue or preferential issue nit during the yoar under review. the Company has not Issued shares with differential voting rights, sweat equity shares nor has It granted any slock options.

2. Fixed Deposit

The Company has nol accepted any deposit under section 73 ol the Companies Act. 2013.

3. Particulars of loan, guarantees and investments

Him Company has nol provided any loan, guarantee and ha snot made any Investment covered under the provisions of Section 186 of Ihe Companion Act, 2013.

director Mechanaism/ Whistle Blower Policy

Pursuant to Section 177(9) of Ihe Companies Ant 2013 and Clause 49 of the Listing Agreement, Ihe Company ban formulated a Whistle Blower Policy lo establish .1 vigil mechanism for directors and employee ol the Company fha Purpose and objective ol this policy Is to provide a framework to piomoto insponsible and secure whistle blowing. It piotocts the employees wishing to raise concern about serious Irregularities within the Company, Ihe detail of Whistle Blower Policy are explained In the Corporate Governance Report and also posted on the website of Ihe Company.

All elated parly transactions have been on arm length basis and detail ol the all the related party transaction hold during the year is provided in Annoxuro III.

Significant and Material Orders Passed by the Regulators or Courts

Thure were no significant and material orders passed by tho Rugulators/Courts which would impact the going concern status ot Ihe Company and Its future operations.

Directors and Key Manaaarlnl Personnel

1. Appointment

Mi Sunalna Chibba. Director liab le to retire by rotation at tho forthcoming Annual General Meeting and bo mg eligible, offer herself for reappointment.

During the year. Mr Pradeep Kumar Chopra and Mr. Akshat Bhaskur have been appointed as Independent Directors for term of 5 years Mr Naresh kumar Chibba has been leappointcd as Managing Director of the Company in last annual general meeting of the Company for the term ol .) years with elfect Irom 1 August 2015. Ms. fiurmina Chibba has been appointed as Women non executive Director of the Company in last annual general mooting of Iho Company

Mr. Urminder Singh has been appointed as Chief Financial Officer with offoct from 23/6/14.

Furthoi, Mi . Sourav Malhotra resigned as Company so crotary of the Company w.o f. 24/11/14 .Mr. Su|eet kumar ha s been appointed as company Secretary with effect from 11 /12/14 and resigned as Company secretary with effect Irom 4/3/2015. Mr. Pardoop Kumar has been appointed as company secretary with effect from 4/3/15.

2. Retire by Rotation

In accordance with piovision ot Companies Acl, 2013 and Articles of Association of the Company. Ms. Sunalna Chibba Director liable lo retire by rotation at the todheoming Annual General Mooting and being eligible, offers herself for reappointment.

3. Meetings

During the year 21 Board Meetings and 8 Audit Committee Mootings were convened and held. The details of which are given in the Corporate Governance Report. Tho intervening gap between the Meetings was within the penod prescribed under the Companies Act 2013.

4. Board Evaluation

Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of tho Listing Agreement, the Board has carried out an annual performance evaluation of Its own performance, the directors Individually as well as the evaluation of the working of its Audit, Nomination S Remuneration and Compliance Committees The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

5. Declaration by an Independent Dlrector(s)

All independent Directors ha ve given de clarations that they meet the criteria of independence as laid do wn under Section 149(6) ol the Companies Act. 2013.

6. Managerial Remuneration

Detail of particulars pursuant to section 197 (12) of Iho Companies Act. 2013 road with rules of the Companies (Appointment X Remuneration of Managerial Porsonnel) Rules. 2014, are annexed as Annexuro -VI.

7. Nomination and Remuneration Policy

Tn-j Board has, on recommendation uf the Nomination and Remuneration Committeo. fiamod a Policy for selection, appointment and remuneration of Dimeters and Key Managerial Personnel. Mure detail of tho oamu ns given In the Corporate Governance Rupoit.

Directors Responsibility Statement

To the-: best of thoir knowledge and boliol and according to tho information and explanations obtained by them, your Directors make tho following statements in terms of the Section 134(3)(c) ol the Companios Act 2013:

i) Thai in iho preparation ol Iho annual financial statements lor the yearondod March 31 2015, the applicable accounting standards havo boon followed along with proper explanation relating to material departures, if any;

il) That such accounting poll cies. as mentioned In the Financial Statements as 'Significant Accounting Policies'ha ve been selected and applied consistently and judgments and estimator, have been made that are reasonable and prudent so as to give a true and fair view ol the state of affairs of tho company as at March ;ii. 2015 and of Hie profit ol the Company foi the year ended on that dato;

(iii) That proper and sufficient cure has boon taken lor the maintenance ol ad equate accounting records in accordance with the provisions ol the Companies Ant, 2013 for safeguarding the assets of the Company and lor preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements havo boon prepared on a going concern basis;

iv) That proper internal financial controls wore In place and that tho financial conlrols woro odoquato and were operating offoctivoly;

(vi) Tliat proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Auditors

1 Statutory Auditor

Thn Auditors. M/s B K Kapur ft Company Chartered Accountants, have boon appointed as Statutory Auditors ol Iho Company for a period of 5 years at Ihu last annual general meeting held on 291'1 September 2014 subject to ratification ol their appointment by members al every annual general metaling. Thn shareholders al tho ensuing annual general meeting will consider ratification of Iho appointment of Statutory Auditors. As required under clause 41 ul Listing Agreement, the Auditors have confirmed that they hold a valid certificate Issued by Peer Review Board of the Institute of Chartered Accountants of Indio.

Thn Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks In their report are soil-explanatory and there Is only one remark in tho Auditors' Report regarding Explanation to tho remark in Statutory Auditors' Report

i ho Directors submit their explanation to the remark made by the Statutory Auditors In their report lor the year 2014-15. The relevant remark and their reply aie as under.

1hn Company deposited chnques of PF payment within stipulated time but die bunker of PF organisation delayed clearing cheques Irorn Iho Companies Accounts.

2. Cost Audit

The services provided by Company are not covered under cost audit and therefore, pursuant to Section 148 ol Companies Act, 2013 wltf the Companion (Cost Records arid Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

3 Secretarial Audit

Pursuant to the provisions ol Section 204 ol the Companies Act. 2013 and the Companies (Appointment and Remuneration ol Managerial Personnel) Rules, 2014, tho Company lias appointed M/n B. S. Goyal ft Co. a lirm of Company Secretaries in Practice, to undertake the Secretarial Audit ol the Company The Report ol tho Secretarial Audit is annexed herewith as Annexure- IV.

Explanation to tho qualification in Secretarial Auditors' Ropoii

The Diiectors submit their explanation to Ihe qualifications made by the Secretarial Auditors In their report lor the year 2014-15. Tho relevant Qualification and their reply are as under:

The Constitution ul Ihe Board was In line with tho clause 49 ol Ihe listing agreement and as per old Companies Act 1966. Alter enforcement of now Companies Act 2013 the board was reconstituted and interpretation ol tho section 152(6) has taken differently by the Board as per section 152(6)(a) Hie 2/3 Director of total Director should be liable to retire by rotation and further as per explanation In section 152(6) (e) total number of Director tor tho purpose ol Subsection (6) ol Section 152 shall not include independent directors. The Company In the Board meeting lie Id on 23.07.2015 has appointed Mr Dhiraj Kumar Choudhary as Non executive additional director to comply with Section 152(6).

4. Internal Audit A Controls

Mr Gaurav Kumar has been appointed as internal auditor of the Company at 23 06.2014. During the year. Ihe Company continued lo Implement his suggestion* and recommendations to improve the control environment. His scope of work includes review ol processes lor safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing Ihe internal control strengths in all areas.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Out do Conservation of Energy

(a) Energy conservation has been an important thrust area for the Company. The adoption of energy conservation measures has helped the Company in reduction of cost and reduced machine down-time

(b) Energy conservation is an ongoing process and new areas are continuously Identified and suitable investments are made, wherever necessary.

Various on-going measures for conservation ol energy include (I) use of energy efficient lighting and better use of natural lighting (li) reduction of energy loss, and (ili) replacement of outdated energy intensive equipment But Company has not made any big investment for this purpose since the Company suspended its Manufacturing Activities.

Technology absorption

(1) During ihe year 2014-15. required minor effort has been taken for technology absorption.

(2) No absorption of Imported technology has been taken place during year 2014-15.

(3) No expenses incurred for Research and Development during financial year 2014-15.

Foreign Exchange Earning and Outgo

Particulars with regard to foreign exchange earnings & outgo appear in point 22 of notes to account.

Foreign exchange earning is Rs. 42,62,258 and outgo is nil.

OBLIGATION OF COMPANY UN DER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

Not applicable'

as the Company has not any woman employee during the year under review. There has been no need to frame any Sexual Harassment Committee and Policy.

Extract of Annual Return

The details forming pari of the extract of the Annual Return In form MGT-9 Is annexed herewith as "Annexure - II",

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

Mr. P.irdeep Kumar, Company Secretary of Company has resigned with effect from ;18,h May. 2015 and Ms. Pratima Agarwal has been appointed as Company Secretary with effect from 18 May. 2015.

Mr. Dhiraj Kumar Choudhary has been appointed as Additional Director of the Company with effect from 23ld July. 2015.

Corporate Governance

The Company has taken all required steps for good corporate governance in the Company. The detail of steps taken is given in report on Corporate Governance which is annexed herewith as "Annexure - V".

Statement Concerning Development And Implementation Of Risk Management Policy Of The Company

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Details of Policy Developed And Implemented By The Company On Its Corporate Social Responsibility initiatives

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

Personnel

Employee relations continued to be cordial throughout the year in the Company. Your Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

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 are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31" March 2015.

Particulars of Employees

The Provision of Rule () & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the empoyees in receipt of remuneiation in excess of Rs. 60 lacs per year to be disclosed in the Report of the Board of Directors are not applicable lo the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 lacs during the financial year 2014-15.

Acknowledgement

Your Directors convey thoir sincere thanks to the various agencies of the Central Government. State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders anil investors, have placed in the Company Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and olficers of the Company.

Place: Noida Date 13.08.2015

                             For and on behalf of Board of Directors

                             Sd/-                     Sd/-

                      Naresh K Chibba           Dhiraj Kumar Choudhary
                      Managing Director         Director