Progrex Ventures Ltd Management Discussions.

OPERATIONS:

During the year under review the operations of the company have remained suspended. The Company has parted with plant and machineries and other fixed assets. The Company is committed to continue its activities with the help of its marketing department and is working hard to create marketing to resumes its trading activities.

OPPORTUNITIES AND RISKS:

Company is in the business of job work operations of solvent extraction and oil refining and trading of refined oil. Though during the year under review operations of company are suspended, the Company is hopeful to revive its operations and efforts are being made in this regard.

FINANCE:

The Company has not obtained any financial assistance from Banks and other financial institutions during year under review.

DIVIDEND:

Since the company has suspended its operations your directors do no recommend any dividend for the year under review.

FIXED DEPOSITS

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

DEMATERIALIASATION:

Your Directors are pleased to inform you that, M/S System Support Services, Mumbai as RTA of the Company for providing better electronic share trading facility by our share holders.

The equity shares of your Company are being compulsorily traded in dematerialization form. The ISIN No. is INE421E01012. Nearly 92 % of the equity shares have been dematerialised form.

DIRECTORS:

During the Financial year under review, Mr AvaneeshSabharwal and Mr.NitinBhondwe, directors retire by rotation who offers themselves for reappointment.

DIRCTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(1) That in the preparation of the accounts for the financial year ended 31st March 2016; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) That the Directors have adopted such accounting policies and applied them consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) That the Directors have prepared the accounts for the financial year ended 31st March 2016 on a "going concern" basis.

PARTICULARS OF EMPLOYEES:

During the year under review, there were only 3 employees therefore,. Provisions of Section 217 (1) (e) of the Companies act, 1956 is not applicable to the Company.

CORPORATE GOVERNANCE:

As per clause 27 of the Listing Agreement with Stock Exchange, a separate section on Corporate Governance together with a certificate from Companys Auditors confirming Compliance is set out in the Annexure forming part of this report.

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

The details required, to the extent applicable, under the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are as under and form part of this report. The Company regularly takes necessary steps to conserve power consumption at its plant in order to reduce its cost of production.

At present the Company has no specific Research and Development Department.

During the year under review, the Company neither earned nor spent any foreign exchange.

AUDITORS:

M/S Jain Dhureja & Company being eligible offers them for re-appointment. Members will be required to appoint Auditors for the current year till the conclusion of next Annual General Meeting of the company at remuneration to be fixed by the Board of Directors of the company.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the support and cooperation, which the Company continues to receive from its customers, various Govt. Agencies, the Companys Bankers and employees. The Directors also wish to place on record their appreciation for the sense of responsibility and team work displayed by employee at all levels.

For and on behalf of the Board of Directors
Place: Bhopal s/d
Date: 1st September 2016 Director