Eco Hotels and Resorts Ltd

To,

The Shareholders,

Your Directors have great pleasure in presenting the Thirty Seventh (37) Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

CORPORATE RESTRUCTURING:

A. ACQUISITION OF TARGET COMPANY IN HOSPITALITY SECTOR THROUGH

SHARE SWAP :

In order to make wholly owned subsidiary Company to Eco Hotels India Private Limited, company have contacted 79 shareholders of Eco Hotels India Private Limited, holding 20417082 fully paid-up Equity shares of Rs. 10 each, however 76 shareholders, holding 20167082 fully paid Equity shares have accepted our offer and swapped their shares in the ration of 1:1 in our Company However 3 shareholders where not traceable, after this transaction company is holding 99.06% of shares as on date of signing this Report.

The shareholders of the Company has approved issue of 1,24,88,106 equity shares on preferential basis in the previous Annual General meeting of the Company held on 28^th September 2023 for allotment of shares to the shareholders of Eco Hotels India Private Limited in ratio of 1:1 which means one share in Eco Hotels India Private Limited has got one share in Eco Hotels and Resorts Limited.

Out of total outstanding fully paid shares, i.e., 32 shareholders holding 1,20,35,606 fully paid shares amounted to INR 12,03,56,060 were opted for share swaps and Company has allotted fully paid shares of Rs. 10/- each for consideration other than cash on 24^th November 2023.

B. ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION AND AMENDMENT TO THE INCIDENTAL OR ANCILLARY OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION.

The Main objects of the Company were altered to include services and business related to Hotel Industry and accordingly Memorandum of Association was amended by obtaining shareholder's approval in the EGM dated December 13, 2023.

Majority of the ancillary and incidental objects were not in sync with the Company's current and future planned operations therefore the Company has decided to adopt a complete new set of the Memorandum of Association. Under the new Memorandum of Association, the Company has ensured path for organic and in-organic growth, freedom and restriction for financial management, risk management, purchase/sale of assets, additional main objects which are required for a hospitality industry, etc.

C. AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY .

The erstwhile promoter got changed and now new promoter has set up a new Board and management team, there is a need to amend the Article of Association. In view of the same the few clauses of the AOA are being now reviewed and modified and to make in tune with the latest Companies Act 2013 and object of the new MoA and operations of the Company.

The Articles of the Company were altered to include services and business related to Hotel Industry and accordingly Articles of Association was amended by obtaining shareholder's approval in the EGM dated December 13, 2023.

D. SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE STATE OF

MAHARASHTRA (MUMBAI) TO THE STATE OF KERALA (ERNAKULAM):

Presently, the Company's Registered Office is located at 19, 3rd Floor, Prabhadevi Industrial Estate, 408, Veer Savarkar Marg, Prabhadevi Mumbai 400025, Maharashtra. Whereas almost all the Hotel operations and management activities of the Company are being carried out from office of the subsidiary Company situated in Ernakulam, Kerala, keeping in view the administrative convenience, cost effective, growth potential and the opportunities existing, it is proposed to shift the registered office of the Company to Ernakulam in the state of Kerala. The Company has filed an application before the Regional Director, Western Region for shifting the registered office from Maharashtra to Kerala and the same is pending approval.

FINANCIAL HIGHLIGHTS:

The standalone and consolidated audited financial statements of the Company as on March 31, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”). Key financial highlights are given below:

(Amount in Rs.)

Note: The consolidated figures for the previous year i.e., 2022-23 are not available, due to subsidiary company has been formed in the month of April 2023.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Your Company earned a Total Income of Rs. 1,39,428/- as compared to Rs. 77,758/- in the previous Year. The total expenditure incurred during the Year under review was Rs. 4,05,04,865/- as compared to Rs. 1,87,69,302/- in the previous Year. The Net Loss for the year is Rs. 4,05,52,700/- as against the Net Loss of Rs. (1,86,91,544)/- in the previous Year.

DIVIDEND:

During the year under review, the Board does not propose any dividend for the year ended March 31, 2024.

TRANSFER TO RESERVES:

During the financial year, the Board does not propose to transfer any amount to general reserves.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

As on March 31, 2024, the Company has only one subsidiary company namely Eco Hotels India Private Limited, but does not have any joint ventures or associate companies.

CAPITAL STRUCTURE OF THE COMPANY:

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2024 was Rs. 70,00,00,000/- (Rupees Seventy Crores Only) divided into divided into 6,70,00,000 (Six Crores Seventy Lakhs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lakhs) Preference Shares of Rs. 10/- each.

Issued, Subscribed & Paid-Up Share Capital:

During the financial year, Company has allotted 1,20,53,606 Equity Shares pursuant to share swap schemes to the Shareholders of Eco Hotels India Private Limited on November 24, 2023.

The Company has allotted 13,15,393 sweat equity shares to Mr. Vinod Tripathi, Chairman and Executive Director of the Company and 1,52,646 sweat equity shares to Mr. Vikram Doshi, CFO of the Company on February 29, 2024.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition:

The Board of Directors consists of Five (5) Directors comprising of one (1) Executive Director, One (1) Non- Executive and Three (3) Independent Directors as on March 31, 2024. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations enjoining specified combination of Executive and Non-Executive Directors.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014.

ii. Appointments:

a) The Board at its meeting held on November 06, 2023, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Jaya Krishnan (DIN: 02611576) as Non-Executive Director of the Company, w.e.f. November 06, 2023 which was approved by shareholders in the EGM dated December 13, 2023.

b) The Board at its meeting held on November 18, 2023, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Rajiv Basrur (DIN: 02298606) as an Independent Director of the Company, for a period of 5 (Five) Years w.e.f. November 18, 2023 to November 17, 2028, which was approved by shareholders in the EGM held on December 13, 2023.

c) The Board at its meeting held on February 10, 2024, based on the recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Akash Bhatia (PAN: AWYPB6064H) as a CEO of the Company w.e.f. 20^th February 2024.

iii. Resignations:

a) Mr. Abhijeet Umathe (DIN: 07752416) has resigned from the post of Director and CEO w.e.f. May 14, 2023.

b) Mr. Jaya Krishnan (DIN: 02611576) has resigned from the post of Non-Executive Director of the Company w.e.f. 26^th February 2024.

KEY MANAGERIAL PERSONNEL:

The following persons were the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act:

DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of The SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”). In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 6 (Six) times during the Year on May 29, 2023, August 14, 2023, August 29, 2023, November 06, 2023, November 18, 2023, and February 20, 2024 and the gap between two meetings was in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The necessary quorum was present for all the meetings.

COMMITTEES OF THE BOARD:

The Board has following Committees:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is mentioned in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall, inter alia-

a) review the performance of non-independent Directors and the Board of Directors as a whole; b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors; c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met 1 (one) time during the year on November 23, 2023 and the meeting was attended by all the Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on May 29, 2024.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not given any loans, or made investments or provided guarantees or securities, hence the provisions of Section 186 of the Companies Act, 2013 were not attracted during the financial year.

ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the company has placed a copy of the Annual Return as at March 31, 2024 on the website of the company at www.ehrlindia.in

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors responsibility statement it is hereby confirmed that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii. 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 and of the profit and loss of the Company for that period; iii. 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; iv. the Directors had prepared the annual accounts on a going concern basis; v. 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. vi. 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.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, in respect of Corporate Social Responsibility were not applicable to your Company for the Financial Year 2023-2024.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, your Company has not entered into material related party transactions i.e. transactions exceeding 10% of annual consolidated turnover / 10% of turnover of the Company as per the last audited financial statements of the Company as per SEBI LODR Regulations / Companies Act, 2013. Particulars of contracts of arrangements with Related Parties referred to in Sub-Section (1) of Section 188 read with Rule 8(2) of the (Companies Accounts) Rules, 2014 read with Section 134(3)(h) are not applicable to the Company, therefore Form AOC 2 is not applicable to the Company.

AUDITORS:

a. Statutory Auditor

M/s. Girish Sethia., Chartered Accountant, Mumbai (ICAI Registration No. 044607) were appointed as the Statutory Auditors of the Company at the 36^th Annual General Meeting (AGM) held in 2023 until the conclusion of 38th Annual General Meeting to be held in 2026 for the period of two years.

The Report given by M/s. Girish Sethia., Chartered Accountant, on the financial statements of the Company for the financial year 2023-2024 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

b. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Internal Audit was carried out by Ms. Jyoti Panjwani for the financial year 2023-24.

c. Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023-2024. The Report given by the Secretarial Auditors is annexed as Annexure ‘B' to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. Lahoty & Co., Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

d. Cost Audit and Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made thereunder, Cost Audit and maintenance of Cost records and audit is not applicable to the Company for the financial year 2023- 2024.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual General Meeting and if any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and Compliance Officer at sameer@ecohotels.in

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a declaration has been Attached at the end of this report as Annexure 3 for the Financial Year 2023-2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee & to the Chairperson of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in the strategy, business and operational plans.

Your Company has in place a Risk Management Policy

a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management.

b) to establish a framework for the Company's risk management process and to ensure its

c) implementation.

d) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

e) to assure business growth with financial stability.

There are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013”.

An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. During the year under review, there were no reported instances pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there were no complaints received relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF FRAUD REPORT BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the audit committee or the Board under section 143(12) of the Act.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as under:

A. CONSERVATION OF ENERGY NOT APPLICABLE

i. the steps taken or impact on conservation of energy: Not Applicable. ii. the steps taken by the company for utilising alternate sources of energy: NIL iii. the capital investment on energy conservation equipment's : NIL

B. TECHNOLOGY ABSORPTION NOT APPLICABLE

Technology absorption, adaptation and innovation: NOT APPLICABLE i. the efforts made towards technology absorption; ii. the benefits derived like product improvement, cost reduction, product development or import substitution; iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): a) the details of technology imported; b) the year of import; c) whether the technology been fully absorbed; d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and iv. the expenditure incurred on Research and Development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no Foreign Exchange earnings / outgoings.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

Our Company avoids any activities that harm the environment and looks for ways to reduce carbon effect and any negative impact on its operations may have on the ecosystem. The Company controls energy and water consumption and takes steps to reduce its carbon emissions and offset the same with various means.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN INE638N01012.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

THE 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/material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes or commitments affecting the financial position of the company that occurred between the end of the financial year to which this financial statement relates and the date of this report.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act. The independent Directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the Year under review, as stipulated under SEBI Listing Regulations, is annexed to this report.

LISTING:

The Company's shares are listed on BSE Limited, Mumbai. The Company has paid Listing fees for the Financial Year 2024-2025.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF 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.

No such transaction is done by the Company during the year under review.

ACKNOWLEDGMENT:

Your Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.