Annual Report

2013 – 2014

SHRADHA INDUSTRIES LIMITED

DIRECTORS

SHOBHA SUNIL RAISONI- CEO & MANAGING DIRECTOR SHRADHA ADITYA SURANA- DIRECTOR

HITESH PRAKASHCHANDJI SANKALECHA - DIRECTOR MANOHAR BHAURAO ALONI- DIRECTOR

PRITAM AVINASH RAISONI – CHIEF FINANCIAL OFFICER

* COMPANY SECRETARY

CS PREETI PACHERIWALA- Company Secretary *

AUDITORS V.K SURANA & Co.

CHARTERED ACCOUNTANTS *

BANKERS Wardhaman Urban Co operative Bank Limited

IDBI Bank Limited ICICI Bank

*

Registered Office: D-91, MIDC, Jalgaon -425001

NOTICE

Notice is hereby given that the Annual General Meeting of the members the Company will be held on 30th September, 2014 Tuesday, at 11:00 am at the registered office of the company at D-91, MIDC, Jalgaon -425001 to transact the following business: ORDINARY BUSINESS 1 To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the

Statement of Profit & Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon.

2 To appoint a Director in place of Mrs. Shradha Aditya Surana (DIN : 00163171) who retires

by rotation and being eligible, offers himself for re-appointment. 3. To appoint Auditors and fix their remuneration.

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013and the Rules framed there under, as amended from time to time, M/s. V.K SURANA & Co; Chartered Accountants, (Firm Registration Number 110634W), be and is hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting of the Company, and both appointment/re-appointment shall be subject to ratification by the Members at every Annual General Meeting to be held during the period. “RESOLVED FURTHER THAT the Board of Directors, or Audit Committee thereof, be and is hereby authorised to decide and finalize the terms and conditions of appointment, including the remuneration of the Statutory Auditors.”

SPECIAL BUSINESS: 4. Appointment of Mr. Hitesh Prakashchandji Sankalecha as an Independent Director of the Company: To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mr. Hitesh Prakashchandji Sankalecha (DIN 00223886), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for first term of five years with effect from September 30, 2014 to September 29, 2019.

5. Appointment of Mr. Manohar Bhaurao Aloni as an Independent Director of the Company: To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Mr. Manohar Bhaurao Aloni (DIN 03395574), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for first term of five years with effect from September 30, 2014 to September 29, 2019 6.To consider and, if thought fit, to pass with or without modification(s),the following resolutions as an Ordinary Resolutions: “RESOLVED THAT in partial modification of earlier Resolutions passed at the General Meeting of the Company held on November 08th, 2013 and pursuant to the provisions of Sections 196,197, 203 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force),read with Schedule V to the Companies Act, 2013 (corresponding to Sections 198, 269, 309, 310, 311 and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956) and in terms of recommendation of the `Nomination and Remuneration Committee’ and as approved by the Board of Directors, approval of Members of the Company be and is hereby accorded to revise remuneration of Mrs. Shobha Sunil Raisoni, Managing Director, for the period from April 1, 2014 to March 31st,2016, as set out in the Supplementary Agreement (the Agreement) to be entered into between the Company and Mrs. Shobha Sunil Raisoni, Managing Director, the draft whereof is placed before this meeting and for the purpose of identification, initialed by the Chairman, which Agreement is hereby specifically sanctioned with the liberty to the Board of Directors to alter and vary the terms and conditions of the said Agreement as may be agreed to between the Board of Directors and the Managing Director. RESOLVED FURTHER THAT notwithstanding anything contained hereinabove, where, during the term of employment of the Managing Director, if in any financial year, the Company has no profits or its profits are inadequate, unless otherwise approved by any Statutory Authority, as may be required, the remuneration payable to the Managing Director including salary, perquisites and any other allowances shall be governed and be subject to the conditions and ceiling provided under the provisions of Schedule V of Companies Act, 2013 or such other limits as may be prescribed by the Government from time to time as minimum remuneration. “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to take all necessary steps for the aforesaid purpose and matters incidental thereto.”

7. To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby accords its consent to the Board of Directors for borrowing any sums of money from time to time from any one or more persons, firms, bodies corporate, or financial institutions whether by way of cash credit, advance or deposits, loans or bill discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s assets and properties whether movable or stock-in trade (including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress or all or any of the undertakings of the Company notwithstanding that the monies to beborrowed together with monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, but, so, however, that the total amount up to which the monies may be borrowed by the Board of Directors and outstanding at any time shall not exceed the sum of Rs.100 Crores (Rupees One Hundred Crores only).” 8. To consider and, if thought fit to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT 180(1)(a ) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the shareholders of the Company be and is hereby accorded for creation by the Board of Directors on behalf of the Company, of such mortgages/ charges/ hypothecation and floating charges (in addition to the existing mortgages / charges / hypothecation created by the Company in favour of the lenders) in such form and in such manner as may be agreed to between the Board of Directors and the lenders, on all or any of the present and future immovable and / or movable properties of the Company wherever situated, of every nature and kind whatsoever to secure any Indian Rupee or foreign currency loans, Debentures, advances and all other moneys payable by the Company to the lenders concerned, subject, however, to an overall limit of ` Rs.100 Crores (Rupees One Hundred Crores only) of loans or advances already obtained or to be obtained from, in any form including by way of subscription to debentures issued or to be issued by the Company to, any financial institution, bank, body corporate, company, insurer or to the general public.” 9. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:- “RESOLVED that pursuant to Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under, as amended from time to time, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to invest/acquire the securities of any body corporate by way of subscription/purchase or otherwise, upto a sum of Rs.100 crore, (Rupees One Hundred Crores only) ( notwithstanding that the aggregate of the investments so far made or to be made exceeds the limits/will exceed the limits laid down by the Act.

RESOLVED FURTHER that the Board be and is hereby authorized to take from time to time all decisions and steps necessary, expedient or proper, in respect of the above mentioned investment(s) (collectively ”transactions”) including the timing, the amount and other terms and conditions of such transactions and also to take all other decisions including varying any of them, through transfer or sale, divestment or otherwise, either in part or in full, as it may, in its absolute discretion, deem appropriate, subject to the specified limits for effecting the aforesaid transaction.”

Dated 29th August,2014 Place: Jalgaon

By Order of the Board of Directors

SD/- SHOBHA SUNIL RAISONI

Managing Director DIN: 00162943

Add: 75, North Ambazari Road, Shivajinagar, Nagpur, 440010

Registered Office: D-91, MIDC, Jalgaon -425001

8. A Statement containing details of Director seeking reappointment is attached herewith

Details of Director seeking appointment/ re appointment in Annual General Meeting for 18th September 2014

Name of Director Mrs. Shradha Aditya Surana

Date of Appointment 01/01/2008

Qualification MBA

Expertise in Specific Functional Area In Human Resources & Finance Management

List of Companies in which the director holds directorship

1. Shradha Infraprojects (Nagpur) Private Limited 2. SGR Infratech Limited 3. Wardhaman Neev Foundation 4. Gold Circle Private Limited 5. Spread Dealers Private Limited 6. Godhuli Vintrade Private Limited 7. Devansh Dealtrade Private Limited 8. Rimjhim Tradelink Private Limited 9 .Blossom Commotrade Private Limited 10 .RIAAN Energy Private Limited.

Chairman/ Member of the Commitees of the Board of other Companies in which he is a Director

---

SHRADHA INDUSTRIES LIMITED Registered Office : D-91, MIDC, Jalgaon -425001

ATTENDENCE SLIP

PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL

I/We, hereby record my/our presence at the ANNUAL GENERAL MEETING of the Company held at Regd. Office: D-91, MIDC, Jalgaon -425001 on 30th September, 2014 at 11.00 A.M.

NAME(S) OF THE MEMBER(S) OR PROXY / PROXIES IN BLOCK LETTERS

Registered Folio/DPI ID :______________________ No. of shares held:- _________________

Jointly with

Signature

----------------------------------------------------------- CUT HERE -------------------------------------------------

SHRADHA INDUSTRIES LIMITED

Registered Office : D-91, MIDC, Jalgaon -425001

PROXY FORM

I/We _______________________________________________________________________________of__________________________________________

________________________________________hereby appoint________________________________________________________________________

of ______________________________________ or falling him _______________________________of ______________________________________ as my/our Proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday, the 30th September, 2014 at 11.00 a.m and at any adjournment thereof.

As witness my and / our hands this ________________________ day of _____________________2014

Signed by the said ____________________________________________________________________

NOTE : This Proxy form duly completed must be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.

Affix one Rupee Revenue Stamp

NOTES: 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act), in regard to the business as set out in Item Nos.4 to 7 above, are annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 hours before the meeting. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued on behalf of the nominating organization. Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. Corporate Members intending to send their authorised representatives to attend the Annual General Meeting (AGM) are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote in their behalf at the Meeting. 4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 5. The Register of Members and the Transfer Books of the Company will remain closed from 18th September 2014 to 30th September 2014, both days inclusive. 6. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to the Company’s Registrars and Share Transfer Agents, Link Intime India Private Limited for shares held in electronic form.. 7.The Notice of the AGM along with the Annual Report 2013-14 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. 8. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Link Intime India Private Limited. EXPLANATORY STATEMENT:-

Item No 4& 5:-

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. Hitesh Prakashchandji Sankalecha, and Mr. Manohar Bhaurao Aloni, , as Independent Directors at various times, in compliance with the requirements of the said clause. Pursuant to the provisions of section 149 of the Act, which came into effect from April 1,

2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation. The Nominations Committee has recommended the appointment of these directors as Independent Directors from September 30, 2014 upto September 29, 2019. Mr. Hitesh Prakashchandji Sankalecha, and Mr. Manohar Bhaurao Aloni,, Non-Executive Directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Act. In the opinion of the Board, each of these directors fulfill the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval. No Director, Key Managerial Personnel or their relatives except Mr. Hitesh Prakashchandji Sankalecha, and Mr. Manohar Bhaurao Aloni,, Non-Executive Directors are interested or concerned in the resolution.

A brief profile of the Independent Directors to be appointed is given below:

Mr. Hitesh Prakashchandji Sankalecha completed his Chartered Accountancy in 1996 from Institute of Chartered Accountants of India, New Delhi. He possesses 18 years of work experience in the filed of Finance.. He is associated with the management of Raisoni Group since the last Eighteen years and is rendering valuable suggestions to the Board related with technical, financial and secretarial aspects of the Company.

Mr. Manohar Bhaurao Aloni has joined the Company as a Director in May 2011. He has done his B.A (Economics). He possess vast experience in the field of human resources. His presence in the management of the Company has advantaged the organization a lot in the long run.

Item No 6:-

Subject to necessary approval by the Members at the Annual General Meeting and on Recommendation of the Nomination and Remuneration Committee in its meeting held on April,14th 2014 and approval of the Board of Directors in its meeting held on April 14th 2014, revised remuneration terms of Mrs. Shobha Sunil Raisoni as the Managing Director for the period from April 1, 2014 to March 31st, 2016 are as under:

Basic Salary - ` Up – to 1,25,000/- per month

Commission- Nil

Perquisites – Perquisites in the form of Housing – Furnished accommodation together with all the amenities shall be provided by the Company.

Save and except as indicated hereinabove, other terms of appointment of Mrs. Shobha Sunil Raisoni, Managing Director, remain the same.

During the term of employment of the Managing Director, if in any financial year, the Company does not earn any profits or earns an inadequate profits as contemplated under the provisions of Schedule V of the Companies Act, 2013, unless otherwise approved by any Statutory Authority, the remuneration shall be paid as per the conditions and monetary ceiling prescribed in Schedule V to the Companies Act, 2013 or any re-enactment thereof

This Explanatory Statement be treated as a written memorandum under Section 190 of the Companies Act, 2013, of the Supplementary Agreement to be entered into between the Company and Mrs. Shobha Sunil Raisoni.

A copy of the draft of the Supplementary Agreement referred to in the said resolution is available for inspection by the members at the Registered Office of the Company on any working day excluding public holidays and Sundays, between 11.00 A.M. to 1.00 P.M. upto and including the date of Annual General Meeting.

In compliance with the applicable provisions of the Companies Act, 2013, an Ordinary Resolution as per the terms set out in Item No. 4 of the accompanying Notice is being placed before the members in the Annual General Meeting.

Except Mrs. Shobha Sunil Raisoni, & Mrs. Shradah Aditya Surana none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, or otherwise, in the resolution set out in item no. 4.

The Board of Directors recommend the resolution for approval by members.

ITEM NO. 7 & 8:

Under the provisions of Section 293(1)(d) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the Members obtained by an Ordinary Resolution, borrow moneys, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of the paid-up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose.

Also, under Section 293(1)(a) of the Companies Act, 1956, the Board of Directors of a Company could, with the consent of the Members obtained by an Ordinary Resolution, create charge/mortgage/hypothecation on the Company’s assets, both present and future, in favour of the lenders/trustees for the holders of debentures/bonds, to secure the repayment of moneys borrowed by the Company (including temporary loans obtained from the Company’s Bankers in the ordinary course of business).

As such, it is necessary to obtain fresh approval of the Members by means of a Special Resolution, to enable the Board of Directors of the Company to borrow moneys, apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business, in excess of the aggregate of the paid-up share capital and free reserves of the Company; provided that the total amount of such borrowings together with the amounts already borrowed and outstanding at any point of time shall not be in excess of Rs.100 Crores (Rupees One Hundred crores) and for creation of mortgages/charge/hypothecation on all present and future properties of the Company in favour of lenders up to a limit of Rs.100 crores (Rupees One Hundred crores).

The Board recommends these resolution for approval by the members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolutions at Item Nos.5 & 6 of the accompanying Notice..

Item no 9:-

As per Section 186 of the Act read with the Rules framed there under, the Company is required to obtain the prior approval of the Members by way of a Special Resolution for acquisition by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more.

The approval of the Members is being sought by way of a Special Resolution under Section 186 of the Act read with the Rules made there under, to enable the Company to acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more.

The Board commends the Resolution at Item No.7 of the accompanying Notice for approval by the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the passing of the Resolution at Item No.7 of the accompanying Notice.

DIRECTORS’ REPORT To The Members SHRADHA INDUSTRIES LIMITED The Directors are pleased to present the Annual Report together with the audited accounts for the year ended 31st March 2014. Financial Results: The year ended at 31st March 2014 with excess of income over expenditure to the extent of Rs. 2,835,605 /- The figures in short are as given below: (In Rupees ) (In Rs.) PARTICULARS 2013-2014 2012-2013 Revenue from Operations 4,235,228 5,119,863 Other Income 1,697,725.53 168,114 Expenses Depreciation 979,016.53 978,009.44 Profit / (Loss)before Tax 4,124,120.66 3,361,710.56 Prior year Income - - Provision for Taxation

Current Tax (919,594.27) (1,154,970.41) Deferred Tax (405,331.25) 38,355.33

Profit / (Loss) after tax 2,835,605.56 2,213,039.48 Earning per Equity Share Basic Dilute

2.28 2.28

1.78 1.78

Review of Operations: The Company has registered a turnover of Rs. 42 Lacs and a profit of Rs. 28 Lacs during the year. As the comparative chart explains the profitability of the Company, the directors wish to assure the members that with the time, the profit ratio will steadily increase. The directors are assured of achieving high growth rate of the Company by taking various steps and measures. Dividend: In view to earn higher potential and provide further building of the financial health of the company the board of directors has not recommended any dividend for the current year. Corporate Governance and Management Discussion Analysis: Your Company has been practicing the principle of good corporate governance. It has evolved over the years in your company not only on account of the regulatory requirements but on account of sound management practices and for enhancing customer stakeholders satisfaction.

A Report on Corporate Governance and Management Discuss & Analysis is prepared as a gesture of good governance Practice and disclosures norms. Directors Responsibility Statement: As per the provisions of section 217(2AA) of the Companies Act, 1956 the Directors of the company hereby state that a. In the preparation of Annual Accounts, the applicable accounting standards have 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 true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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. Directors: Smt. Shobha Sunil Raisoni, Smt. Shradha Aditya Surana, Shri. Hitesh Prakashchandji Sankalecha, and Shri. Manohar Bhaurao Aloni are on the Board in the financial year. Shri. Manohar Bhaurao Aloni, retire by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting, and being eligible, have offered himself for re-appointment. During the year pursuant to recommendation of the Board Governance, Nomination and Remuneration Committee and the Board of Directors of the Company; Mr. Pritam Avinash Raisoni has been appointed as Chief Financial Officer(CFO) of the Company with effect from 14th April,2014. Auditors Report: The Auditors Report read along with Notes on Accounts is self explanatory and therefore, does not call for any further comment under Section 217(3) of the Companies Act, 1956 Auditors: M/s. V.K SURANA & Co., Chartered Accountants were appointed as the auditors of the company for the year 2013-2014 at the Annual General Meeting. The retiring auditor of the company has accepted the proposal regarding his re-appointment as the auditors of the Company and being eligible offered themselves for appointment and has also furnished the required declaration under Section 224(1B). Compliance Certificate: In accordance with the requirements of the Section 383A of the Company Act, 1956 Certificate from Practicing Company Secretary regarding compliance with the legal requirements, in respect of the Company for the year ended 31st March, 2014 is enclosed with the report.

Statutory Information: The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 is not applicable. The information pursuant to Section 217(1)(e) of the Companies Act' 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 is annexed with this Report. Fixed Deposits: The Company has not accepted or renewed any deposits from the public within the meaning of Section 58A of the Companies Act. 1956 and the Companies (Acceptance of Deposits)Rules. 1975 during the year under review Details of Conservation of Energy and Technology Absorption: Details of Conservation of energy and Technology Absorption are given in Annexure I to the Directors Report and attached the report enclosed herewith to Directors Report. Foreign Exchange Earnings and Out go: Foreign Exchange earnings and out go were nil during the current year. Foreign Exchange Outgo Nil

Foreign Exchange Earnings Nil

Industrial relations and personnel:-

The Company has taken significant steps towards strengthening human resource and developing the human resource system, during the year under review. Industrial relations in the Company continued to remain cordial and peaceful during the financial year.

Acknowledgements:

The results of an organization are greatly reflective of the efforts put in by the people who work for/ with the company. The Directors fully recognize the contribution made by the employees of the company and other persons for successful operations of the company. The Directors also wish to place on record their appreciation for the faith and trust reposed by the Bankers, Shareholders, Auditors, Financial Institutions and other individuals / bodies.

By Order of the Board of Directors SD/- SD/- SHOBHA SUNIL RAISONI HITESH PRAKASHCHANDJI SANKALECHA Managing Director Director DIN: 00162943 DIN: 00223886 Add: 75, North Ambazari Road, Add: 301, Vijay Arcade, 16, Shivajinagar, Shivajinagar, Nagpur, 440010 Nagpur, 440010, Maharashtra Date: 27th May, 2014 Place: Jalgaon

ANNEXURE TO THE DIRECTORS REPORT

Particulars to be disclosed u/s 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption, and research and development expenditure.

ANNEXURE - I CONSERVATION OF ENERGY

a Energy Conservation measures taken: Nil

b Additional Investments and proposal, if any, being implemented for reduction of consumption of energy

Nil

c Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods

Nil

FORM B

Form for disclosure of particulars with respect to Technology Absorption Research and Development (R&D):

Sr No Particulars 1 Specific areas in which R&D carried out by the company. Nil 2 Benefits derived as a result of the above R & D Nil 3 Future plan of action. Nil 4 Expenditure on R & D:

(a) Capital (b) Recurring (c) Total (d) Total R&D expenditure as a percentage of total turnover

Nil Nil Nil Nil

Technology Absorption, Adaptation and Innovation:

Sr No Particulars 1 Efforts, in brief, made towards technology Absorption, adaptation

and innovation Nil

2 Benefits derived as a result of the above efforts, eg. Product improvement, cost reduction, Product development, import substitution, etc.

Nil

3 In case of imported technology (imported during the last 5 years, reckoned from the beginning of the financial year) following information may be furnished

Nil

MANAGEMENT DISCUSSION AND ANALYSIS The following discussion should be read in conjunction with the Company’s financial statements and related notes appearing elsewhere. The discussion is not necessarily indicative of the results that the Company will achieve in future period. OVERVIEW INDUSTRIAL OUTLOOK The industrial out-put of the country has started showing signs of coming out of recession though internationally the situation is still very volatile. OPPORTUNITIES & THREATS RISKS & CONCERNS While in pursuit of setting up some other manufacturing activity, the company is examining all opportunities, threats, risks & concerns before entry. Hence trading activities have been continued. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The company is maintaining adequate internal controls for the existing activity. MATERIAL DEVELOPMENT IN HUMAN RESOURCES As a corporate philosophy best of human relations maintained by the company. CORPORATE GOVERNANCE REPORT The Equity Shares of the Company are listed, and the detailed report on Corporate governance is set out below: A. MANDATORY GOVERNANCE REPORT 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE The company has been practicing the principle of good corporate governance. The Company’s philosophy on corporate governance envisages transparency, accountability and equity, in all facets of its operations, including the shareholders employees, the government and lenders. The company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholders value, over a period of time. 2. BOARD OF DIRECTORS COMPOSITION AND CATEGORY The company’s Board consist of four non-executive and one executive directors.

THE DETAILS ARE AS UNDER:-

Name of Director Category of Directorship

Number of Other Directorship ( # )

Number of outside Committee

Chairman Member

Smt. Shobha Sunil Raisoni Managing Director

Promoter / Executive 1 _ _

Smt. Shradha Aditya Surana

Promoter/ Non –Executive 1 _ _

Mr. Hitesh Prakashchandji Sankalecha

Independent/ Non -Executive _ _ _

Mr. Manohar Bhaurao Aloni

Independent/ Non -Executive - - -

(#) excludes Directorship in Indian Private Limited Companies. Attendance of each Director at the Board Meetings and the Last Annual General Meeting : During the financial year ended 31st March 2014, Twelve (12) meetings were held on 30th April, 2013,30th July, 2013,10th August, 2013, 15th October, 2013, 30th October, 2013, 05th December, 2013, 30th December, 2013 , 15th January, 2014, 29th January, 2014, 24th February, 2014, 01st March, 2014, 01st March, 2014, 20th March, 2014. The attendance of each Directors at Board Meeting and the last Annual General Meeting (AGM) is as under:-

Name of the Director No of Board Meeting attended

Attendance at last AGM Held on30th September 2013

Smt. Shobha Sunil Raisoni Managing Director

12 YES

Smt. Shradha Aditya Surana 10 No Mr. Hitesh Prakashchandji Sankalecha

12 YES

Mr. Manohar Bhaurao Aloni 10 No 3. Compliance Officer:- Ms Tapsi Madan Mohan Das has been appointed for the post of Company Secretary during the year on 24th June, 2014 and due to some circumstances she resigned from the post on 14th August, 2014. Ms. Preeti Pacheriwala has joined as the Company Secretary during the year on 18th August, 2014. BROAD TERMS OF REFERENCE: The terms of reference of this committee cover the matters specified for audit committee under clause 49 of the listing agreement as well as in section 292A of the Companies Act, 1956. The terms of reference of the audit committee include the following:-

a

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

c

Reviewing with management the annual financial statements before submission to the board, focusing primary on :

i) Any changes in accounting policies and practice. ii) Major accounting entries based on exercise of judgment by management. iii) Qualifications in draft audit report. iv) Significant adjustments arising out of audit. v) The going concern assumption. vi) Compliance with stock exchange and legal requirements concerning financial

statements. vi) Compliance with accounting standards. vi) Any related party transaction i.e. transactions of the company of material nature,

with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company at large.

d Reviewing with the management, external and internal auditors and the adequacy of

internal control systems. e Reviewing the findings of any internal investigations by the internal auditors into

matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the board.

f Discussion with external auditors before the audit commences, nature and scope of

audit as well as have post-audit discussion to ascertain any area of concern. g Reviewing the Company’s financial and risk management policies. h To look into the reason for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

4. GENERAL BODY MEETINGS: Location and time where last three Annual General Meetings were held are as under:-

Date & Time Location of the Meeting Special Resolution Passed

29.09.2011 at 11.00 a.m.

Registered Office of the Company at D-91, MIDC, Jalgaon -425001, Maharashtra --

29.09.2012 at 11.00 a.m.

Registered Office of the Company at D-91, MIDC, Jalgaon -425001, Maharashtra _

30.09.2013 at 11.00 a.m.

Registered Office of the Company at D-91, MIDC, Jalgaon -425001, Maharashtra -

During the year the company held an Extra-Ordinary General Meeting on 08.11.2013 at 11.00 A.M at the Registered Office of the Company at D-91, MIDC, Jalgaon -425001, Maharashtra

6. DISCLOSURES

i) The Company had related party transactions which did not have potential conflict with the interest of the Company at large.

ii) In preparation of financial statement the Company has followed the Accountancy Standard issued by the Institute of Chartered Accountants of India to the extent applicable.

7. GENERAL SHAREHOLDER INFORMATION Registered Office: D-91, MIDC, Jalgaon -425001, Maharashtra Annual General Meeting: Date and Time: 30th September at 11.00 a.m. Venue : At the Registered Office of the Company Financial Calendar The Company follows April – March as its financial year. Date of Book Closure Thursday, 18th September 2014 to Tuesday,30th September 2014, (both days inclusive) Dividend Payment Date : Not Applicable Listing of Equity Shares on Stock Exchanges Equity Shares of the Company are listed on OTCEI Stock Exchange. Demat ISIN – INE 489B01015 Stock Price Data Not Applicable Register and Share Transfer Agents LINK INTIME PRIVATE LIMITED -13, Pannalal Silk Mills Compound, B.S. Marg, Bhandup (W), Mumbai – 400 708 Telelphone: 91-022-25963838; Facsimile: 91-022-25946969 Email:Mumbai@linkintime.co.in Share Transfer System Share transfer requests received are registered within 30 days from the date of receipt, provided the documents are complete in all respect.

Dematerialization of shares Demat ISIN Number in CDSL/NSDL for fully paid up Equity Shares : INE 489B01015 Address for Correspondence : For any assistance regarding transfer, transactions, change of address, non-receipt of dividend and any other query relating to the shares of the Company, may please write to Registrar and Share Transfer Agents of the Company.

Category No of Shares held % of Shareholding

A. PROMOTERS HOLDING

1. Promoters

Indian Promoters 532718 42.83 Foreign Promoters

2 Persons acting to concern - -

Sub Total

B. NON PROMOTERS HOLDING

3. Institutional Investors

a) Mutual Funds and UTI

b) Banks, Financial Institutions Insurance Companies (Central

State Government Institutions

Non-government Institutions c) Fls / GDR

Sub Total

4. Others

a) Body Corporate Bodies (Promoter Group) 463206 37.24

b) Body Corporate Bodies (Non- Promoter Group) 39333 3.16

b) Indian Public c) NRIs OCBs

d) Any Other 208670 16.78

Sub Total

Grand Total 1243927 100.00

DECLARATION This is to confirm that all the Members of the Board and Senior Management Personnel of the

Company have affirmed compliance with the Code of Conduct for the year ended 31st March, 2014.

For Shradha Industries Limited

Jalgaon SD/- 27th May 2014 Shobha Raisoni

Managing Director DIN: 00162943 Add: 75, North Ambazari Road, Shivajinagar, Nagpur, 440010