The Directors have pleasure in presenting their Annual Report on the
 Financial Performance of the Company for the year ended the 31st March
 2012.
 
 Financial Results:
 
 
                                                     (Rs.)
                                   2011-2012           2010-2011
 
 Income From Operation             312939948.00        328634417.00
 
 Loss (-) / Profit before Interest, 
 Depreciation and                   -1809141.00          2617231.00 
 Taxes
 
 Less: Interest                    277416701.00        245247632.00
 
 Less: Depreciation & Amortization  30420344.00         33669483.00
 
 Loss (-)/ Profit before Tax      -309646186.00       -276299884.00
 
 Less: Provision for Tax 
 including Deferred Tax                    0.00                0.00
 
 Loss after Tax                   -309646186.00       -276299884.00
 
 
 
 Working Performance Review:
 
 The total turnover of the Company during the year is Rs.3129.40 Lacs as
 compared with Rs.3286.34 Lacs for the previous year and resulting
 increase in loss of the company Rs.  3096.46 Lacs as compared to loss
 of Rs. 2762.99 Lacs of previous year. Your Directors are confidant and
 trying hard to increase the profitability during the current financial
 year with dedicated efforts of the management. Detailed comments on
 performance are contained in the report on Management Discussion &
 Analysis.
 
 Exports :
 
 The company has not done any export during the year as well as previous
 year.
 
 Dividend :
 
 The Board of Directors regrets their inability to recommend any
 dividend for the year, due to absence of profit during the year.
 
 Sick Industrial Company :
 
 The Company is a sick company, as its having accumulated losses more
 than its net worth.
 
 Directors
 
 Shri Pankaj Jajoo and Shri Sunil Choudhary are retiring by rotation at
 the forthcoming Annual General Meeting and is eligible for
 re-appointment. The Board recommends his reappointment.
 
 Further Shri Vijay Bakliwal, appointed as Non Executive, Independent,
 Additional Directors of the Company w. e. f. 09.02.2012 and hold their
 office up to the date of next Annual General Meeting. Proposals for
 their appointment as Director of the Company have been included in the
 Notice of Annual General Meeting for your approval. Shri Sunil
 Choudhary was confirmed as director of the Company in last AGM held
 during the FY 2011-12.
 
 Auditors
 
 M/s. B. Bansal & Co., Chartered Accountants, Indore, the Statutory
 Auditors of the company is retiring at the forthcoming Annual General
 Meeting and they are eligible for re-appointment. The Board recommends
 their re-appointment.
 
 Auditors'' Report
 
 Explanation for remark in Auditor''s Report:
 
 Point No.3(iv) No provision for Impairment of Assets AS-28, has been
 made as management is of opinion that assets can be realized at the
 value stated in books, which is compliance of AS-28.
 
 Point No.4 (a) Due to continue losses, Company has become sick company.
 Looking into financial condition, Company is not in position to redeem
 Preference Shares as per terms of the issue. A detailed note is also
 provided in Notes to the Account annexed with Balance Sheet of the
 Company.
 
 Point No.4 (b) Company is in continues in touch with Banks and
 Financial Institutions for settlement to clear their dues.
 
 Point No. 4 (c) In growing capital market, company is hopeful that
 investment will recover their value in future and nature of Investment
 is considered as long term.
 
 Point No. 4 (d) Company has adapted conservative approach towards
 liabilities in respect of self adjustment of interest on Loans and
 confirmations from banks are subject to pending settlement with them.
 
 Point No. 9 (As per Annexure Referred to in Paragraph 3 of the
 Auditor''s Report) Due to the unfavorable financial position and
 accumulated Losses, the Company is irregular in depositing undisputed
 statutory dues which company is trying to deposit the said amount as
 soon as possible. Matters relating to disputed liabilities are pending
 at appropriate authority/court.
 
 Point No. 11 (As per Annexure Referred to in Paragraph 3 of the
 Auditor''s Report) Company is in continues in touch with Banks and
 Financial Institutions for settlement to clear their dues and matter is
 pending in the Court.
 
 Public Deposits
 
 The company has not accepted deposits from the public in terms of
 Companies (Acceptance of Deposit) Rules 1985 and there are no unpaid or
 unclaimed deposits with the company.
 
 Management Discussion & Analysis
 
 A detailed report on Management Discussion & Analysis is Annexed and
 forming part of this report.
 
 Audit Committee is constituted by the Company for looking after various
 requirements of Companies Act and Listing Agreement. Detail has been
 given in Corporate Governance Report.
 
 Report on Corporate Governance
 
 A detailed report on Corporate Governance as required under Clause 49
 of the listing Agreement is Annexed and forming part of this report.
 
 Directors'' Responsibility Statement
 
 In compliance with the provisions of Section 217(2AA) of the Companies
 Act, 1956, your directors hereby confirm that -
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with the proper explanation relating
 to material departures, if any.
 
 ii) The directors have selected such accounting policies and applied
 them consistently and have 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 as at the end of the financial year ended 31st
 March 2012 and of the profit of the company for that year.
 
 iii) The directors have taken proper and 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) The directors have prepared the annual accounts for the year ended
 31st March 2012 on a going concern basis.
 
 Conservation Of Energy, Technology Absorption, Adaptation & Innovation
 and Foreign Exchange Earnings and Outgo A statement pursuant to Section
 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988 is enclosed and forming part of this report.
 
 Particulars of Employees
 
 Particulars of the employees, pursuant to Section 217 (2A) of the
 companies Act, 1956 read with the Companies (Particulars of the
 Employees) Rules 1975 is nil, as none of the employee has received
 remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
 more.
 
 Acknowledgement
 
 Your directors are pleased to place on record their sincere
 appreciation for the valuable assistance and co-operation received from
 the Banks, Institutions, Government Departments, Customers and
 Suppliers throughout the year. The Board also acknowledges the
 contributions made by the officers and staff of the company at all
 levels for their diligent, devotion and whole-hearted efforts
 throughout the year for the progress of the company.
 
 
                                              BY ORDER OF THE BOARD
 
 PLACE: INDORE                                         PANKAJ JAJOO
 
 DATE: 22.08.2012                      CHAIRMAN & MANAGING DIRECTOR