To The Members of ADITYA GEARS LTD.
 
 The Directors present the 17th Annual Report of your Company along
 with the-Audited Statement of Accounts for the Financial Year ended
 March 31, 2012.
 
 FINANCIAL RESULTS
 
 The Financial Results are stated as under:
 
 PARTICULARS                             Year Ended 31.03.2012
 
                                                (Rs. in Lacs)
 
 Sales & Operating Income                             Nil
 
 Other Income                                       12.33
 
 Gross Income/ (Loss) before 
 Interest, Depreciation and Taxation                (0.34)
 
 Interest & Finance Charges                         (0.01)
 
 Gross Loss after Interest but before 
 Depreciation and Taxation                          (0.35)
 
 Depreciation                                         Nil
 
 Provision for Taxation                               Nil
 
 Net Loss                                           (0.35)
 
 OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK
 
 We are pleased to report that we have undertaken the process of getting
 the revocation of suspension of the company''s share at BSE. We have
 received the in principle approval for revocation of suspension from
 BSE. The due formalities for relisting are under process and very soon
 the shares will start trading at BSE.  .
 
 Going forward the reconstituted board will bring new vision and we will
 now be able to undertake new venture with renewed vigour and proper
 ease. The renewed activities will be undertaken after due diligence
 after reviving the future prospects of the company.
 
 DIVIDEND
 
 Your Directors did not recommend any dividend for the year under
 review.
 
 EXPORTS
 
 The export markets will be explored as the future opportunities
 emerges.
 
 CALL MONEY ARREARS
 
 We request the Share Holders to clear the Call Money who have not done
 so yet. The Company urgently needs Capital at this point to achieve the
 growth emerging from the forthcoming opportunities.
 
 The Company will now have to initiate forfeiture steps if the money
 will not come finally.
 
 FINANCE
 
 The Company needs fresh inflow of fund to meet the capital requirement.
 
 CONSERVATION OF ENERGY
 
 The thrust on energy conservation continues and necessary measures for
 optimization of energy consumption have been taken.
 
 PARTICULARS OF EMPLOYEES
 
 None of the employees are covered under section 217(2A) of the
 Companies Act, 1956 read with (he Companies (Particulars of Employees)
 Rules, 1975.
 
 DIRECTORS .
 
 The following have been appointed w.e.f. 13/02/2012 as Independent and
 Additional Directors:
 
 1.  Mr. S. Basu
 
 2.  Mr. Satyajit Mishra
 
 3.  Mr. Nitin Oza
 
 On 20th July 2012 Mr. Ramesh Mishra has been appointed Additional
 Director of the Company, as co-promoter of the Company. Mr. Anant Veer
 Harlalka , Ms. Sunita Harlalka & Mr. S. Basu resigned on 20th July,
 2012 as Director of the Company.
 
 Mr. Ashok Kumar Harlalka whose term as Managing Director comes to an
 end at the forthcoming AGM of 2012. He has expressed his un-willingness
 to continue as Managing Director of the company from that date.
 
 DE-LISTING OF THE SHARES
 
 Pursuant to clause 5.2 of the Securities and Exchange Board of India
 (Delisting of Securities) Guidelines, 2003, (Delisting Guidelines)
 ,the company is in the process of making applications for voluntary
 delisting of its equity shares from the CalCutta Stock Exchange, Jaipur
 Stock Exchange & Ahmedabad Stock Exchange .
 
 The Listing of shares will continue at The Stock Exchange , Mumbai,
 (BSE) who has national presence. The Company already made an
 application for revocation of suspension of trading at BSE and for
 connectivity to NSDL & CDSL.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :
 
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988 the relevant information pertaining
 to conservation of energy, technology absorption, foreign exchange
 earnings and outgo are as follows:
 
 A) CONSERVATION OF ENERGY:
 
 The Company continues its policy of encouraging energy conservation
 measures. The regular review of energy consumption and the systems
 installed to control utilization of energy is undertaken.
 
 B) RESEARCH DEVELOPMENT ACTIVITIES :
 
 Continuous efforts are being made to improve reliability and quality
 through in-house R&D efforts.
 
 C) TECHNOLOGY ABSORPTION :
 
 The Company will equip with technologies from world''s leading
 technology providers.
 
 D) FOREIGN EXCHANGE EARNINGS & OUTGO :
 
 There are no foreign exchange earnings and outgo during the year under
 review.  AUDITORS
 
 M/s. Bhattacharya Sengupta & Co resigned as Statutory Auditor of the
 company due to pre-occupation and the Board has re-commended the
 appointment of M/s. K.M. Tapuriah & Co. as statutory Auditor of the
 company for the financial year 2012 -13.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of section 217 (2AA) of the Companies Act,
 1956;
 
 a) That in the preparation of the Annual Accounts for the year ended
 31st March''2012, the applicable accounting standards have been
 followed;
 
 b) That such accounting policies have been selected and applied
 consistently and judgments and estimates that are reasonable and
 prudent made so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year ended 31st March''2012,
 and of the profit of the Company for the year;
 
 c) That proper and sufficient care has been taken 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;
 
 d) That the Annual accounts for the year ended 31st March, 2012 have
 been prepared on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors expressed their sincere gratitude to its
 employees, suppliers, share holders, bankers and other government
 agencies for their continued support.
 
                                    For and on behalf of the Board
 
 Place : Kolkata                          ASHOK KUMAR HARLALKA
 
 The 20th July, 2012                           Chairman