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Directors Report of Alan Scott Industries Ltd.

Mar 31, 2015

The Members,

The Director have pleasure in presenting the 21st Annual Report and the audited statement of accounts for the year ended 31st March, 2015.

Amount in Rs,

FINANCIAL RESULTS: Year ended Year ended 31.3.2015 31.3.2014

Sales & Other Income 29,98,600 22,66,319

Total Expenditure 28,46,288 17,36,639

Profit / (Loss) before Taxation 1,52,312 5,29,679

Provision for Taxation -- --

Prior Period Expenses -- --

Profit / (Loss) after taxation 1,52,312 5,29,679

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet 1,52,312 5,29,679

OPERATION:

During the year under review, your company's sales were Rs, 29,98,600 compared to Rs, 22,66,319 in the previous year.

OUT LOOK:

The company proposes to foray into Digital Media and film production business and the industry scenario is very good in this area of business.

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2015 is Rs, 3,26,37,000/- comprises 32,63,700 shares of Rs,10/-each. During the year under review, the Company has not issued any Shares on Right basis and bonus to the shareholders.

BUSINESS REVIEW/STATE OF THE COMPANY'S AFFAIRS:

During the year under review, your company's sales were Rs, 29,98,600 compared to Rs, 22,69,355 in the previous year. Net profit of the company were Rs, 1,52,312 during the year.

RESERVES

The Company proposes to carry Rs, (2, 61,07,111) to reserves.

SUBSIDIARIES

The Company does not have any Subsidiaries.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act,2013, wherever applicable, are given in the notes to financial statements.

DETAILS OF BOARD MEETINGS:

During the financial year under review commencing from 1st April, 2014 to 31st March, 2015, 8(Eight) Board Meetings were held on 10th April.2015, 02nd May 2014, 30th May 2014, 25th June 2014, 05th August 2014, 01st November 2014, 29th November 2014, 15th January 2015 and 10th March 2015. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing as a separate section in this Annual report.

ANNUAL RETURN:

The Extract of Annual Return Pursuant to section 92 read with rule 12 of the Companies (Management and Administration) Rules, 2014, for the financial year 2014-15 in Form No. MGT-9 is annexed hereto and form part of this report as Annexure-1.

COMMITTEES OF BOARD:

The details of composition of the Committees of the Board of Directors are as under:-a. Audit Committee

Sl. Name Chairman/ No. Members

1 Ms. Kanan Kapur Chairman

2 Mr.Soketu Parikh Member

3 Ms. Asmita Parikh Member

During the year, the Committee had met on 30th May 2014, 05th August 2014, 01st November 2014, and 15th January 2015. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Asmita Parikh is liable to retire by rotation and being eligible offers herself for re-appointment.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT - 2015

Pursuant to Clause 49 of the Listing Agreement a Report on Management Discussion and Analysis is given below:

a) Industry Structure & Development and Challenges:

The company was able to make nominal profit during the year and as the recession is continuing to affect the industries all round the company is also affected. It is expected that the company would in near future would make profits to offset the losses incurred and on the path of recovery.

b) Outlook, Opportunities, Threats and Risks:

The company is likely to start its main business activities in the near future and as the textile business which was its core activity but due to the present conditions prevailing

the directors feel that the company should continue in its present activity for some more time. However the directors are hopeful they would start the core business in near future.

c) Performance :

Total gross Income amounted to Rs, 29,98,600 /- compared to Rs, 22,66,319/- of the previous year. The Company has currently one activity of the online trading of the share and securities

d) Internal Control System & Their Adequacy

The company has a good system of internal controls in all spheres of activities. The internal control is supplemented by effective internal audit being carried out by an external firm of chartered accountants. The effective steps to implement the suggestions/observations of the Auditors are being taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists

e) Human Resources & Industrial Relation:

In today's knowledge driven dynamic business environment, people are the most critical drivers of growth. The Company considers human resources as one of the vital and important factors for sustained growth. The human resources strategy is to attract talent in the industry, develop and upgrade their skill and competence on the job and ensure employee satisfaction through reward, appreciation and development of environment based on culture and values nurtured by the group over the years.

f) Trading Status On the stock exchange:

The CompanyRs,s equity shares are listed and traded on over the counter Stock exchange Ltd. But counter is dead exchange

g) Whistle Blower Policy:

The Company does not have any Whistle Blower Policy as of now.

h) Cautionary Statement:

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the company's plans, projections and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

REGISTERED OFFICE: By order of the Board of Directors

Juhu Tara Road, For Alan Scott Industries Limited

Mumbai 400049. Managing director

(CIN: L99999MH1994PLC076732) Soketu Parikh

Place Mumbai

Date : 27.05.2015

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

STATUTORY AUDIT

The Auditors M/s. HAM & Co, Chartered Accountants, who are statutory auditors of the Company hold office up to the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ham & Co that their appointment, if made, would be in conformity with the limits specified in the said Section

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2015,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments 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 of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2015 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

FIXED DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

LISTING:

At present the Company's Equity Shares listed at BSE and the Company has paid the Listing fees to the above exchange for the financial year ended 2015-2016.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Considering the nature of business of the company, the particulars required to be furnished pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014are not applicable to the company. There were no foreign exchange earnings and outgo during the current period.

AUDITORS:

In the last AGM held on 30th September 2014, M/s. HAM & Co, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of one year. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules and Corporate governance certificate are enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT

The Company was listed on 23th April 2015 on BSE; Secretarial audit report will be accordingly submitted in the financial year 2015-16.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered into on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors which may have potential conflict with the interest of the Company at large. All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

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 (IA) function

is defined in the mandate provided to the internal Auditors. The Internal Audit is entrusted to M/s. Kewal Ramani & Associates Chartered Accountants. The main thrust of internal audit is to test and review controls appraisals of risks and business processes, besides benchmarking controls with best practices in the industry. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee 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 at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES.

Whistle Blower Policy/ Vigil mechanism

In compliance with the requirement of the Companies Act, 2013 and Listing Agreement guidelines, the Company has established a Whistle Blower Policy /Vigil mechanism Policy and the same is placed on the website of the Company.

The employees of the company are made aware of the said Policy at the time of joining the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Heena Samiullah Sayyed, Ms. Kanan Rajan Kapur is independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Asmita Parikh, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Ms. Kanan Kapur, Ms. Heena Samiullah Sayyed has been appointed as independent directors for term of 5 years. .

Also, Mr. Soketu Parikh, Mr. Ramkrishna Prem Kaushalya Shukla has been appointed as Managing Director & Company secretary respectively.

EVALUTION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013, and Clause 49 of the Listing Agreement, the performance evaluation of the Board as a whole and of the Individual Directors was carried out during the year under review. With the help of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Directors expressed satisfaction with the evaluation process.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable environmental laws and labour laws. The Company has been taking all the necessary measures to protect the environment and maximize worker protection and safety. The Company's policy requires conduct of operation in such a manner so as to ensure safety of all concerned, Compliance of environmental regulations and preservation of natural resources.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015

CODE OF CONDUCT:

The Board has formulated a code of conduct for the Board members and senior management of the Company, which has been posted on the web site of the Company.

It is hereby affirmed that all the Directors and senior management personnel have complied with the code of conduct framed by the Company and a confirmation to that effect has been obtained from the directors and senior management.

BUSINESS RISK MANAGEMENT:

The Committee has formulated Risk Management Policy of the Company which has been subsequently approved by the Board of Directors of the Company.

The aim of risk management policy is to maximise opportunities in all activities and to minimise adversity.

The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of that, relations between the employees and the management remained satisfactory The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. None of the employee is drawing in excess of the limits prescribed by the Companies Act, 2013 and rules made there under, which needs to be disclosed in the Directors' Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors.

This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGMENT:

The directors thank the Company's employees, customers, vendors, investors for their continuous support.

The directors also thank the government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every members of the Company.

REGISTERED OFFICE: By order of the Board of Directors

Juhu Tara Road, For Alan Scott Industries Limited Mumbai 400049. Managing director

(CIN: L99999MH1994PLC076732) Soketu Parikh

Place Mumbai

Date : 27.05.2015


Mar 31, 2014

Dear Members,

The Director have pleasure in presenting the Annual Report and the audited statement of accounts for the year ended 31st March, 2014

Amount in Rs.

FINANCIAL RESULTS Year ended Year ended 31.3.2014 31.3.2013 Sales & Other Income 22,66,319 21,89,857

Total Expenditure 17,36,639 18,53,071

Profit / (Loss) before Taxation 5.29,679 3,36,786

Provision for Taxation — —

Prior Period Expenses — —

Profit / (Loss) after taxation 5,29,679 3,36,786

APPROPRIATIONS:

Interim Dividend — —

Proposed Dividend — —

Balance carried to Balance Sheet 5,29,679 3,36,786

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 22,66,319 compared to Rs. 21,89,857 in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Asmita Parikh is liable to retire by rotation and being eligible offers herself for re-appointment.

In terms of the Company Ms. Kanan Rajan Kapur is B.com and has immense experience in business and marketing. She was appointed as Additional Director by Board of Director at its meeting held on 28th January 2014. Under section 161(1) of the Companies Act, 2013, Ms. Kanan Rajan Kapur ceases to hold office at this Annual General Meeting and is eligible for appointment. The Notice under section 160 the Companies Act, 2013 has been received from member signifying his intention to propose her appointment as a Director. The Board of Directors feels that her experience and knowledge would benefit and value the Company and therefore her appointment is recommended.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Jayesh Dadia & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

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 annual accounts for the financial year ended 31st March 2014,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments 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 of the Company for the year under review:

(iii) That the Directors had 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) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

LISTING:

At present the Company''s Equity Shares are listed at OTC Exchange of India and the Company has paid the Listing fees to the above exchange for the financial year ended 2014-2015

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules,1988 are not applicable.

Foreign Exchange earned : Nil

Foreign Exchange used : Nil

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s Jayesh Dadia& Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their willingness to continue as Statutory Auditor of the Company for the financial year 2013-14.The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/- SOKETU PARIKH Managing Director

Place : Mumbai Date : 30th May 2014


Mar 31, 2013

Dear Members,

The Board of Directors has the pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Profit and Loss Account of the Company shows a Net Profit amounting to Rs. 3,36,786/-, against the loss of Rs. 52,35,151/- for the previous year.

OPERATIONS

The Company''s main business was not pursued during the current year. However the Company had trading and other income in buying and selling of shares of companies and has other income of Rs. 21,89,857/- .The total expenses incurred during the year under review is Rs. 18,53,071/-. Thus the Company made a Profit of Rs. 3,36,786/- before Tax.

The directors regret that the main business of the company is not being pursued due to very adverse circumstances and expect the trend to continue for some more time. However the directors are hopeful of restarting the main business in the near future which would enable the Company to offset the present accumulated losses.

DIVIDEND

In view of the losses incurred during the year the Directors are not recommending any dividend

ACCEPTANCE OF DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review

PARTICULARS OF EMPLOYEES

None of the employee of the Company received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956. The employees of the company have been playing a vital role in achieving organization objectives. Directors acknowledge the valuable services rendered by the employees at all levels.

OBSERVATION OF AUDITORS REPORT

A loan has been advanced to one Company, the terms and conditions of which are not prejudicial to the interest of the Company.

DIRECTOR 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 presentation of the annual accounts for the year ended March 31, 2013,the applicable standards had been followed along with proper explanation relation to material departures, if any;

(b) That such accounting policies as mentioned in Note to the annual accounts have been selected and applied consistently and 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 ended on March 31, 2013 and of the loss of your Company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended March 31, 2013 has been prepared on a going concern basis.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, Mr. Suketu Jayantkumar Parikh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Directors recommend his reappointment.

DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF ENERGY

The Company does not at present undertake any manufacturing activities. However the Company has been striving to save energy in whatever way possible and these steps have yielded results.

RESEARCH & DEVELOPMENT

The Company has no specific Research and Development work undertaken and as and when it is required the same would be taken up.

INDEPENDENT AUDITORS

The Independent Auditors of the Company, M/s. Jayesh Dadia & Associates, Chartered Accountant, Mumbai, retire at the ensuing Annual General Meeting and be eligible have expressed their willingness to act as the Auditors of the Company. A certificate to the effect that if appointed it would be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956. The Directors recommend their appointment.

CORPORATE GOVERNANCE:

Your Company is required to comply with the code of corporate governance as mandated by SEBI, under Clause 49 of the listing Agreement with the OTC by 31.03.2003. The Board has already initiated measures to ensure that the code is complied with during the year.

Pursuant to Clause 49 of the Discussion and Analysis. Corporate Governance report and auditors certificate regarding compliance of condition of corporate Governance are made part of the Annual Report. A note on the Company''s efforts to discharge its social Responsibility is also included

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all the employees for their contribution to the Company''s performance during the year under review. The Directors place on record their appreciation for assistance and support from various Government Agencies, Bankers and Financial Institution.

The Directors also express their gratitude to the shareholders of the Company for their continuous support to the management.

BY ORDER OF THEBOARD OF DIRECTORS SOKETU J. PARIKH (MANAGING DIRECTOR) PLACE : Mumbai DATE :05/09/2013


Mar 31, 2012

Dear Members,

The Board of Directors has the pleasure in presenting the Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Profit and Loss Account of the company shows a Net Loss amounting to Rs.52,35,151/-, against the loss of Rs. 79,79,737 for the previous year.

OPERATIONS

The company’s main business was not pursued during the current year. Howeverthe company had trading and other income in buying and selling of shares ofcompanies and has other income of Rs. 6,09,754/-. The total expenses incurredduring the year under review is Rs. 58,41,453/-.Thus the company made a lossof Rs. 52,31,698/- before Tax.

For various reasons the company is not able to undertake the main business ofthe company and this bad period would be continuing for the next two to threeyears. However the directors are hopeful restarting the main business in thenear future which would enable the company to offset the accumulated losses.

DIVIDEND

In view of the losses incurred during the year the Directors are not recommending any dividend

ACCEPTANCE OF DEPOSITS

The Company has neither invited nor accepted any deposits during the year under review

PARTICULARS OF EMPLOYEES

None of the employee of the company received remuneration in excess of thelimit specified u/s 217 (2A) of the Companies Act, 1956. Our company’s human resources have been playing a vital role in achieving organization objectives. The company’s growth and progress is the result of the hard work and devotion of allemployees. Directors acknowledge the valuable services rendered by the employees at all levels.

OBSERVATION OF AUDITORS REPORT

A loan has been advanced to one Company, the terms and conditions of which are not prejudicial to the interest of the Company.

DIRECTOR 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 presentation of the annual accounts for the year ended March 31, 2012,the applicable standards had been followed along with proper explanation relation to material departures, if any;

(b) That such accounting policies as mentioned in Note to the annual accounts have been selected and applied consistently and 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 ended on March 31,2012 and of the loss of your Company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, Mr. Govindan Prameshwaran Nair, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment.

DISCLOSURE OF PARTICULARS WITH RESPECT CONSERVATION OF ENERGY

The Company does not at present undertake any manufacturing activities. However the company has been striving to save energy in whatever way possible and these steps have yielded results.

RESEARCH & DEVELOPMENT

The company has no specific Research and Development work undertaken and as and when it is required the same would be taken up.

AUDITORS

The Auditors of the company, M/s. Jayesh Dadia & Associates, Chartered Accountant. Mumbai, retire at the ensuing Annual General Meeting and be eligible u/s 224 (1B) of the Companies Act. 1956, have expressed their willingness to act as the Auditors of the Company, if appointed. The Directors recommend their appointment as the Auditors of the Company.

CORPORATE GOVERNANCE:

Your company is required to comply with the code of corporate governance as mandated by SEBI, under Clause 49 of the listing Agreement with the OTC by 31.03.2003. The Board has already initiated measures to ensure that the code is complied with during the year.

Pursuant to Clause 49 of the Discussion and Analysis. Corporate Governance report and auditors certificate regarding compliance of condition of corporate Governance are made part of the Annual Report. A note on the Company’s efforts to discharge its social Responsibility is also included

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all the employees for their contribution to the Company’s performance during the year under review. The Directors place on record their appreciation for assistance and support from various Goverment Agencies. Bankers and Financial Institution.

The Directors also express their gratitude to the shareholders of the company for their continuous support to the management BY ORDER OF THE BOARD OF DIRECTORS

SOKETU J. PARIKH (MANAGING DIRECTOR)

PLACE :Mumbai DATE :04/09/2012

 
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