vertex spinning ltd Directors report

To

The Members,

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31^st March 2015.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars	31.03.2015	31.03.2014
Sales	28,96,884	8,022,259
Other Income
Increase / decrease in stock	24,52,737	6,049,181
Total expenditure	28,164,719	41,088,298
Profit before tax	(25,267,834)	(33,066,039)
Current Tax
Deferred tax liabilities	(10,46,400)	(441,347)
Profit after tax	(24,221,434)	(32,624,692)

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial years and the subsequent fallout, FY 2014-15 was an extremely challenging year for your Company. The operations of the Company also hit by the market sentiments and overall profitability of the company is also shown downtrend during the year.

During the year under review the sales turnover of the Company come down to Rs.28,96,884/- as compared to previous years of Rs. 80,22,259/-. Also the net Loss after tax also moved down from the last year. The net loss after tax reduced during the year and stood at Rs.24,221,434/-.

Your Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess, distribution strengths and customer relationships. To accelerate further value creation, your Company continues to evaluate new areas of growth. The initiatives aimed at rationalizing and streamlining operations, to bring about efficiencies and reducing costs, remain top priority.

ASIA’S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)

A BIRD EYE VIEW OF ASIA’S BIGGEST - VERTEX TEXTILE PARK & MEGA INTEGRATED TOWNSHIP, NARDHANA, DIST. DHULE (MH.)

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006 for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3, 2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota and the Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2, 2007.

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by the Government of Maharashtra on 29 September 2007. This was signed by the principal Secretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Industries and present Chief Minister of Maharashtra, and Mr. Satish Chavan, Textile Minister of the Government of Maharashtra. Registration of the lease deed for 99 years took place on August 8, 2008. Subsequently the VERTEX INTERGRATED TEXTILES PARK plan layout was approved on 12 February 2009.

MIDC on 3^rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5 Megawatt Power Station in the month of August 2009, which will be handed over to the MSEB for supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the India’s total cotton production. This important region produces 17% of cotton yarn on 16.6 spindles of country’s total installed capacity. The State has the largest number of 100% Export Oriented units, that’s more than 560 or 22% of the country’s EOU. The state also accounts for 30% of the Country’s exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and the prospective associated are to benefit from not just another textile park, but an INTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh before Marathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100, water facilities, street lamps etc. are already in place. This township offers readymade galas starting from 5000 square ft. to larger made to order sheds, industrial buildings and factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre (CFC) for a Club House and Gym, Hospitals and Nursing Homes, Banks and ATMs, Hotels and Food Courts, and Schools and Colleges.

Generously spread out between latitude 20 38’ to 21 61’ N and longitude 73 50’ to 75 11’. Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound the region in the north. The height varying between 300 to 600 meters above sea level makes for cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7,19,785 lacs. The Dhule talukas sub-divisions has approx 168 villages. Nearby, Sakri accounts for more than 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub division has around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and the NH-211 from Dhule to Sholapur make Nardhan, primarily a cotton growing area, central to the nation’s textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level Private Sector Industrial Park. The Park also happens to be the first Private Sector Industrial Park to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold on properly, permissions have been also been granted for hypothecation of land and building to financial institutions.

The park also has an extra street radial feeder power supply. There are registered plant and machinery suppliers on site. The project aims to build valuable Foreign Exchange.

Finished products can be display at the facilities made available here. Arrangements of Contractors, Architects, Electrical Suppliers, and Contractors have been made. The park fails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewage Treatment Plants (STPs), and Distributed Effluent Treatment Plant (DETP) Systems are part of the park.

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep the town bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keep the place well connected. The park has a well-planned duct drench System for utilities. 15% green space has been allocated to keep the project, environment friendly.

Local Bus and State Transportation facilities are on the charts. The project promises case to basis, height and margin relaxation. The township ensures low maintenance cast with a healthy atmosphere. Basic infrastructure here includes, Compound Lancing for Security , Drainage System, Sewage Collation and Dumping System, Solid Waste Collation and Dumping System, , Power Sub-Station and Distribution Systems, Water Storage and Distribution System, Street Lighting Water Harvesting, Storm Water Management, Landscape Gardens, a 5 Star Hotel, an Engineering Collage and a Medical College with a 300 bed Hospital, a Police Station, a Bus Terminal, Rickshaw Stands, Car Parks a Truck Terminal along with Weighing Scales, Petrol, Diesel, and Gas Pump Stations, Fire Lighting arrangements, and everything thats necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures up to 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated for CFC or commercial plots. The open spaces areas measure up to 140500.08 square meters which amounts to 10.03 percent of the land. 19.8 percent or 78329.83 square meters makes up the total road area.

Woolen Hosiery, Cotton Knitted Fabric, Furs, Dying and Processing, Woven Textiles, Shawls, Technical Textile, Spinning, Polyesters, Worsteds, Acrylic, Texturising, Carpets Handlooms, Auto Looms, Sizing Units, Cone Machinery, Washing, Banarasi Sari, Silks, Packaging, Readymade Garments, Bulletproof.

Clothing, Flex Clothing, Multilayer Films, Tarpaulin, Tent House Cloth, Poly Cotton Canvas, Road Fabric and Cloth, Fire Brigade Clothing, Mineral Textiles, Aramid Clothing, Spandex Textiles, Lurex, Embossing Rolls, Squeezing and Dying Plants, Spindle mfg, Adhesive Plants, Stick Formulations, Weighing Scales, Screen Printer mfg, qots Grinding Plants, Water Treatment Plant mfg, Manufacturing Computer mfg, Plastic Plant mfg, Bobbin Plant mfg, Insulation Plant mfg, Paper Tubes mfg, Industrial Lighting, Tools Pneumatic mfg, Humidification Plant and Monitor mfg, Electrical Units, Compressors mfg, Frequency Inverter mfg, Ginning and Processing mfg, Non Woven Textile, Printing, Chemicals, Auto Corners and Blowers, Winding Plant mfg, Table Calendar Machines, Testing Instrument mfg, Industrial Shoes mfg, Electrical Cable mfg, Calendaring mfg, Hardware and Fasteners Units, Wrapping mfg, Weaver Beams and CI Graded Hubs (foundry), Blankets mfg, Dyes and Chemicals Plants, V-Belt mfg, Nuts, Springs, and Compressors mfg, Washing Plant mfg, Carding, Drawing Units, Ginning Industries, and more are expected to associate with this unique venture.

Here’s how associates are going to benefit. All types of micro and small units are allowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years. Under the same subsidy, all types of medium and large units are allowed 25% fixed capital investment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limit for a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15 years. In the Octroi Free Zone refund of Octroi duties are on the charts. All units are to be allowed stamp duty exemption upto March 31, 2012.

All units are also liable to a maximum of 5% interest subsidy on the plant and machineries for Technology up gradation. All units are to have subsidy on quality certification valued to the tune 50% expenses upto 1 lac. Similarly all units are to have subsidy on patent registration to the tune 50% expenses upto 5 years.

Take a look at the finance involved with the project. The total capital outlay of the project estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investments in Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities. Your Company has started work for its Nardhana Plant. The Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MIDC Authorities. The power and water has reached to the site and the company will start building construction activity their.

DIVIDEND

In view of loss incurred in the current year and keeping in mind the expansion plans of the Company and also to conserve the resources of the Company and to utilize the resources for the Company’s Mega Textile Park at Nardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for the financial year 2014-15.

INSURANCE:

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the year under review DIRECTORS

Shri Suresh Sharma is being liable for retire by rotation and offer himself to appoint further as Director of the Company.

The brief particulars of Director, for which approval of members for their appointment or re-appointment are sought, have been provided below pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

REAPPOINTMENT / APPOINTMENT OF DIRECTORS:-

SHRI SURESH SHARMA, HAVE VAST KNOWLEDGE OF ACCOUNTS, AUDITING, TAXATION, RESTRUCTURING, MANAGEMENT INFORMATION SYSTEM ETC. HE IS ASSOCIATED WITH THE GROUP COMPANIES IN VARIOUS CAPACITIES AND HAVE ACQUIRED KNOWLEDGE AND EXPERIENCE IN THE MANAGEMENT OF THE COMPANY.

Board Meeting

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance on page no. of this Annual Report.

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

Directors Responsibility statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) shall 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; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Samar Mohapatra, , Mr. Shiv Kumar Misra and Mr. Surendra Mungee Refer Page no. of Corporate Governance report for details.

Corporate Governance:

The Company has complied with the requirements of the Code of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached to this Directors Report.

Auditors:

The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas, retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 139 (1) of the Companies Act, 2013 confirming their eligibility for reappointment. The Auditor Report for the financial year ended March 31, 2015 is annexed herewith and is part of the Annual Report.

Extract of Annual Return

An Extract of Annual Return of the Company Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given below;

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31^st March 2015

I. REGISTRATION AND OTHER DETAILS:

i) CIN: - L28900MH1994PLC108684

ii) Registration Date: -12.09.1994

iii) Name of the Company: -VERTEX SPINNING LIMITED

iv) Category / Sub-Category of the Company: Limited by Shares

: Indian Non-Government Company

v) Address of the Registered office and contact details:-1011 Embassy Center, Nariman Point, Mumbai-400021.

vi) Whether listed company: (Yes/No)

vii) Name, Address and Contact details of Registrar and Transfer Agent:-

M/s. Purva Sharregigistry (India) Pvt. Ltd.

Unit No.9, Shivshakti Industrial Estate, J R Boricha Marg, Lower Parel-East, Mumbai- 400011, Email:busycomp@vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacture of Textile Yarn, cotton etc	1729	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Company do not have holding or subsidiary Companies

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the end of the year				No. of Shares held at the beginning of the year				% Change
	Demat	Physic al	Total	% of	Demat	Physical	Total	% of Total
A. Promoters
1) Indian
a) Individual/HUF	1490632	70649 2	2197124	11.04	17876279		24941199	12.53	(1.49)
b) Body Corporate	5716375	13000 0	5846375	29.37	93764577		95064577	47.76	(18.39)
b) Any Other	2164390	21620 2	2380592	12.08	1807449		4207449	2.11	9.97
Sub-total (A) (1):-	9371397	10764 92	10447889	52.49	11344830 5		12421322 5	62.40	(9.91)
2) Foreign	0	0	0	0	0	0	0	0	0
B . Public Shareholding
1. Institutions	0	0	0	0	0	0	0	0	0
2. Non-Institutions
Body Corporate
i Indian	2238737	15823 58	3821095	19.20	21753359	5408580	27161939	13.65	5.55
b) Individuals
i Individual	1438359	20025	1458384	7.33	15019922	200253	15220175	7.65	(0.32)
shareholders holding nominal share capital upto Rs. 1 lakh
ii Individual shareholders holding nominal share capital in excess of Rs 1 lakh	1917592	14489 00	3366492	16.91	6064124	2490400 0	30968124	15.56	1.35
c) Others HUF	207957	0	207957	1.04	1124851	0	1124851	0.57	0.47
Clearing Members	529644	0	529644	2.66	126122	0	126122	0.06	2.60
Non Resident Indians	74139	0	74139	0.37	241564	0	241564	0.12	025
Sub-total (B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)	6406428	30512 83	9457711	47.51	44329942	3051283 3	74842775	37.60	9.91
C Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)	15777825	41277 75	19905600	100	15777824 7	4127777 53	19905600 0	100

(ii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginning of the year
Increase / Decrease in Share holding during the year
At the End of the year ( or on the date of separation, if separated during the year)

(ii) Shareholding of Directors and Key Managerial Personnel:

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Mr. Suresh Sharma	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginning of the year	3517420	1.77	0	0
Increase / Decrease in Share holding during the year	1052248	5.28
At the End of the year	1403990	7.05	1403990	7.05

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Mr. Sachin Sharma	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginning of the year	20500	0.10	0	0
Increase / Decrease in Share holding during the year	1990440	9.91
At the End of the year	1992490	10.01	1992490	10.01

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans Excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	25,50,0000/- The matter of settlement is subjudiced	Nil	Nil	25,50,0000/- The matter of settlement is subjudiced
Total (i+ii+iii)	25,50,00,000/-	Nil	Nil	25,50,00,000
Change in Indebtedness during the financial year l~n~l Addition n	Nil	Nil	Nil	Nil
Net Change	Nil	Nil	Nil	Nil
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due	25,50,0000/- The matter of settlement is subjudiced	Nil	Nil	25,50,0000/- The matter of settlement is subjudiced
Total (i+ii+iii)	25,50,00,000/-	Nil	Nil	25,50,00,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not applicabel

B. Remuneration to other directors:

Not Applicable

C. REMUNERA TION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Not Applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
Penalty	Nil
Punishment	Nil
Compounding	Nil
OTHER OFFICER IN DEFAULT
Penalty	Nil
Punishment	Nil
Compounding	Nil

Secretarial Auditor:

Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Board appointed Mr. Roy Jacob, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is given below.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st March 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointmentand Remuneration Personnel) Rules, 2014]

To,

The Members,

Vertex Spinning Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Vertex Spinning Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2015 complied with the statutory provisions listed hereunder, except which are specifically mentioned therein and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

Ihave examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

Details as per Annexure A

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings:

Not applicable to the Company during the Audit period

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (SEBI Act) and which are applicable to the company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:Not Applicable to the Company during the Audit Period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : Not Applicable to the Company during the Audit Period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: Not Applicable to the Company during the Audit Period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: ; Not Applicable to the Company during the Audit Period

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges, except the following.

Shareholding pattern under clause 35 for the quarter ended 30^th September 2014 submitted to stock exchange with a delay of 6 days Quarterly results under clause 41 of the Listing Agreement for the quarter ended 30^th September 2014 submitted to the exchange late by 5 days.

Company do not have women Directors appointed on the Board in compliance with the Clause 49 of the listing Agreement.

Annual Report as required to be submitted under clause 31 of listing agreement and proceedings of Annual General Meeting was not filled by the company.

Company has not published the Notice of Board Meetings for approval of Quarterly Results in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated.

The company has not published copy of the financial results which were submitted to the stock exchange in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated pursuant ot clause 41 (VI) (a) of the listing agreement.

Based on our such examination and further based on the Representation of the Management of the Company, the Company has during the period under review complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except the non- compliances given in respective paragraphs and Annexure given hereto.

I/we further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Subject to the comments given on Annexure A, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members views if any are captured and recorded as part of the minutes.

I further report that systems and processes in the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines is not adequate in commensurate with the size and operations of the company.

For Roy Jacob & Co

Company Secretary

Place: Mumbai

Date:29/05/2015

(Roy Jacob)

Proprietor

ACS No.18815

C P No.: 8220

Annexure A

The Details of Non-Compliances

1. E-Voting facility as per section 108 of Companies Act, 2013 was not provided by the company for the AGM held on 30^th September, 2014.

2. Company do not have proper board process and compliance mechanism.

3. Company has not complied with the provisions of section 203(1) in respect of appointment Chief Financial Officer and Company Secretary.

4. Company do not have women Director on the Board as on the last date of Audit Period.

5. Form ADT 1 as per section 139 (1) of the Companies Act, 2013 and rule 4 (2) of the company (Audit and Auditor) Rules, 2014 has not filed by the Company.

6. Company has not filed Annual Accounts and Annual Return for the financial year ended 31^stMarch 2014 with the Registrar of Companies.

7. Company has not filed Annual Accounts and Annual Return with the Registrar of Companies for the financial year ended 31^st March 2013.

8. Company has not filed MGT-15 in respect of proceedings of Annual General Meeting of the Company held on 30^th September 2014.

9. Company has not filed the Board Resolution approving the Annual Financial Statement with the Registrar in form MGt-14.

10. There is no record available in respect of dispatch of notice for the AGM held on 30^th September, 2014.

11. There is no documents available in respect of dispatch of notice of Board Meetings and committee meeting held during the year.

12. Company has not updated statutory Registers including minutes Books.

13. In our opinion the Company does not have an Internal Audit System commensurate with the size & nature of the business resulting in non-compliance of Section 138 of Company Act,

2013.

14. According to the information and explanations given to us there were no statutory dues outstanding in respect of PF,ESIC, or Gratuity.

Employee Relations:

The relations between the employees and management continued to be cordial during the year.

Particulars of Employees and related disclosures:

No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014 are given below.

a) Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. Details of some of the measures undertaken to optimize energy conservation are.

Manufacturing plant of the company was not functional during the reporting period.

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out for Export Opportunities.

b) Total Foreign Exchange used and earned:

Used	: Nil
Earned	: Nil

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Comments of the Board of Directors on Qualifications on Auditors Reports:

Auditors Reports are self Explanatory and does not require any comments on this respect.

Board Comments on Secretarial Audit Qualifications:

Since there was no manufacturing activity is carried on by the Company during last year, and the loss of business company cannot give proper attention to the legal and regulatory compliance matters. However management is in the process of regularizing all legal and procedural compliances.

Particulars of loans, guarantees or investments under section 186:

Company has not provided any loans ,made investments , Given guarantees and provided securities during the previous year.

Related Party Transaction under sub-section (1) of section 188:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality related party transactions.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Companys Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.

For and on behalf of the Board of Directors

Suresh Sharma

Chairman

Place: Mumbai

Date: 01^st September 2015

Registered Office:

1011, Embassy Centre, 207,

Nariman Point, Mumbai-400 021.