The Directors have pleasure in presenting the 23rd Annual Report on the business and operation of the Company together with audited statement of accounts for the period ending 31st Mar'14.

1. FINANCIAL RESULTS:

Particulars                           Financial year ended 31st March
                                          2014             2013

Operating Income                     2,11,04,859          2,28,58,607

Other Income                            7,49,796            28,46,116

Total Receipts:                      2,18,54,655          2,57,04,723

Employee Benefit Expenses               4,80,986             6,49,643

Depreciation & Amortization
expenses                                7,33,996             7,24,365

Finance Cost                              53,082               40,043

Other Expenses                       2,03,46,927          2,39,34,464

Total Expenses                       2,16,14,991          2,53,48,515

Profit Before Tax:                      2,39,664             3,56,208

Tax Expenses MAT                          46,920               70,795

MAT                                     (46,920)             (70,795)
 
Deferred Tax                          (1,84,687)             3,06,012

Profit for the period :                 4,24,351               50,196
 
Earning Per Share (in Rs.)                  0.13                0. 02

No amount is proposed to be transferred to Reserves. The Profit has been carried over to Balance Sheet under Surplus in statement of Profit & Loss.

3. DIVIDEND

In order to conserve funds of the Company, for future expansion plans, the Board of Directors regrets that no dividend is being recommended for the year under review.

4. PERFORMANCE REVIEW

Due to tough competition in the market, the total income for the financial year 2013- 14 is Rs.218.53 lacs as against Rs. 257.05 lacs for the year 2012-13. The profit before tax is Rs.2.39 lacs and profit after tax is Rs.4.24 lacs for the year under review against the profit before tax of Rs.3.56 lacs and profit after tax of Rs.0.50 lacs for the year 2012-13 respectively.

Total expenses decreased from Rs. 253.49 lacs to Rs. 216.15 lacs during the financial year 2013-14 as compared to previous year, whereas other income for the financial year 2013-14 is Rs.7.50 lacs as against Rs.28.46 lacs in financial year 2012-13.

Your Directors feel that the prospects for the current year are much favorable as compared to the year under review. The Company has expansion plans and is making all efforts cope up with the market situations and increase the operations.

5. No material changes and commitment occurred since the conclusion of the financial year.

6. PERSONNEL:

Since there was no employee who was drawing more than Rs.60.00 Lacs per annum, if employed through out the year, or Rs.500000/- per month if employed for the part of the year, the required information under sub-section (2A) of section 217 of the companies Act, 1956 read with companies (particulars of the employees) rules 1974 as amended is not given.

7. CONSERVATION OF ENERGY & TECHNICAL ABSORPTION:

In accordance with the requirements of section 217 (i) (e) of the companies Act, 1956 read with the companies (disclosure of particulars in report of Board of Directors) rules 1988, regarding conservation of energy, please refer enclosed Form-A (Rule - 2).

R&D efforts were not made towards technology absorption and no foreign exchange outgo and inflow included during the year.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

9. DEPOSITS:

Company has not accepted any deposits from public which is covered within the meaning of section 58-A & 58-AA of companies Act.

10. DIRECTORS

Shri Dipesh Mahendra Sheth & Shri Parag Pratap Shah Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your directors recommend his appointment.

During the year Shri Ravi Kamra & Shri Kantilal Chunnilal Sheth resigned from the Board and Shri Rajendra Khushaldas Shah joined the Board.

Directors declared that no directors are disqualified from being appointed as Director of the Company under Section 184 of The Companies Act, 2013.

11. DIRECTORS 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:-

i. That in the preparation of the account for the financial year ended on 31st March' 2014, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the company for the year under review;

iii. That the Directors have taken proper a sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended 31st March' 2014 on a going concern basis.

12. AUDITORS

M/s Sunil Johri & Associates, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits of section 139 (2) of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act. Members are requested to consider their reappointment on a remuneration to be decided by the Board and the Auditor mutually for the ensuing Financial Year i.e. 2014-15.

13. AUDITORS OBSERVATION:

Remarks made by the auditors in their report on the accounts examined by them are self-explanatory.

14. VIGIL MECHANISM:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

15. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation to the devoted service rendered by employees of the company. Your directors also acknowledge with gratitude the co-operation and assistance extended by bankers and all persons who have directly and indirectly contributed to the success of the company. Your directors also acknowledge the trust and confidence you have reposed in the company. 0T PERSONNELWITH THE COMPANY'S CODE OF CONDUCT:

This is to confirm that the Company has adopted Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. I confirm that the Company has in respect of the financial year ended March 31, 2014, received from the senior management team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

                                         BY AND ON BEHALF OF THE BOARD.

PLACE: RAIPUR (C.G.)
DATED: 30/05/2014                        
                                            Sd/-                Sd/-
                                      (DIPESH SHETH)       (PARAG SHAH)
                                         DIRECTOR            DIRECTOR