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Directors Report of Alfavision Overseas (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting the 20th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Amount in Rs. Lacs.)

PARTICULARS 31.03.2014 31.03.2013

Total Income 3944.25 2540.32

Total Expenses 3916.97 2514.00

Profit before and tax 27.27 26.32

Less : Provision for Taxation

Current tax 1.635 4.99

Deferred Tax 0.002 0.15

Profit for the Year 25.64 21.18

Earning per Share

Basic 0.81 0.67

Dilute 0.81 0.67

DIVIDEND

To conserve the resources of profit, your Directors do not recommend any dividend for year under review.

DIRECTORS

In accordance with the provision of section 149 and 152 of the Companies Act, 2013, and as per Article of Association of the Company, Mr. Ravi Goyal Director of the Company, retire by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.

Further Mr. Vijay Singh Bharkatiya was co-opted on the Board as additional Director and he is proposed to be appointed as Director in forthcoming Annual General Meeting for which Company has been re-appointed for a period of 5 years, commencing from 01st October, 2014 to 30th September, 2019

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed ;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities;

(IV) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

M/s Abhishek Nahar & Associates, Chartered Accountant, Indore retire and being eligible, offer themselves for re-appointment as statutory auditors in forthcoming Annual General Meeting.

AUDITORS REPORT

The auditors report to the shareholders on the Accounts of the Company for the financial year 31st March 2014 does not contain any qualification or adverse remark. Audit report is self explanatory hence no need any comments.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year 2013-2014.

ACKNOWLEDGEMENT

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on again growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board of Directors Place: Indore Date: 30.05.2014 Vishnu Prasad Goyal Ravi Goyal Managing Director Director


Mar 31, 2013

Dear Members,

The Directors have immense pleasure in presenting the 19th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Amount in Rs. Lacs.)_

PARTICULARS 31.03.2013 31.03.2012

Total Income 2540.32 613.63

Total Expenses 2514.00 606.66

Profit before and tax 26.32 6.9

Less : Provision for Taxation

Current tax 4.99 -

Deferred Tax 0.15 (0.03)

Profit for the Year 21.18 7.00

Earnings per Share

Basic 0.67 0.22

Dilute 0.67 0.22

DIVIDEND

To conserve the resources of profit, your Directors do not recommend any dividend for year under review.

DIRECTORS

In accordance with the provision of the Companies Act, 1956, and as per Article of Association of the Company, Mr. Ravi Goyal Director of the Company, retire by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.

Further Mr. Vijay Singh Bharkatiya was co-opted on the Board as additional Director and he is proposed to be appointed as Director in forthcoming Annual General Meeting for which Company has received notice under section 257 of the Companies Act, 1956 from the member.

Further Shri Sugandhilal Jain has ceased from directorship of the Company due to resignation. Your Board places on record his deep appreciation of the valuable contribution made by Shri Sugandhilal Jain during his tenure as Director of the Company.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2013; the applicable accounting standards have been followed ;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities;

(IV) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

M/s Abhishek Nahar & Associates, Chartered Accountant, Indore retire and being eligible, offer themselves for re-appointment as statutory auditors in forthcoming Annual General Meeting.

AUDITORS REPORT

The auditor''s report to the shareholders on the Accounts of the Company for the financial year 31st March 2013 does not contain any qualification or adverse remark. Audit report is self explanatory hence no need any comments.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to section 383A of the Companies Act, 1956, a Secretarial Compliance Certificate is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges Audit Committee Comprises of Mr.Ravi Goyal, Mr. Girish Pahadiya, and Mr. Vijay Singh Bharkatiya.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited

(CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year 2013-2014.

ACKNOWLEDGEMENT

Your director wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and Support Company is on again growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place: Indore

Date : 13.05.2013 Vishnu Prasad Goyal Ravi Goyal

Managing Director Director


Mar 31, 2010

The Directors hereby present the 16th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS AND OPERATION PERFORMANCE

(Rs. In lacs)

Year ended Year ended 31/03/2010 31/03/2009

Total Income 610.24 529.52

Total Expenditure 598.03 494.04

Profit before depreciation 12.21 35.48

Depreciation 0.43 0.39

Profit/Loss before tax 11.78 35.09

Provision for

Current Tax 0.00 0.69

Deferred Tax Liabilities Realize (0.03) (0.02)

Fringe Benefit Tax 0.00 0.05

Balance Carried to Balance Sheet 11.81 34.37

Paid up Equity Share Capital 315.26 315.26

Reserves 316.61 304.79

DIVIDEND

In view of strength & the financial base of the Company, Directors do not recommend any dividend for year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Shyam Sunder Sharma, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re- appointment.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March 2010; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have 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 financial year and of the profit of the Company for the year and review.

iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The Auditors M/s. T. Vaidya & Associates, Chartered Accountants, Indore statutory Auditors of the company, retires and being eligible, offers them selves for re- appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

COMPLIANCE CERTIFICATE

As per requirement of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from M/s. R.C. Bagdi & Associates, Company Secretaries, and annexed to the Directors report which is self explanatory and needs no comments.

DISCLOSURE OF SPECIAL PARTICULARS

As per requirement of section 217(1) of the Companies Act, 1956, Company has no substantial Consumption of energy. However management ensures that all possible measures are taken to conserve including identification of potential areas of saving energy. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsory in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of Depositories as aforesaid.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance Practice. A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Smt, Rekha Goyal, Shri Shyam Sunder Sharma and Shri Girish Pahadiya,

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to the Banks with all the customers and Shareholders of the Company for extending their sincere support and services.

Place: Indore for and on behalf of the Board

Dated: 19.08.2010

V.P. Goyal Rekha Goyal

Managing Director Director


Mar 31, 2009

The Directors hereby present the 15th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009,

FINANCIAL RESULTS AND OPERATION PERFORMANCE

(Rs. In lacs)

Year ended Year ended 31/03/2009 31/03/2008

Total Income 529.52 313.46

Total Expenditure 494.04 262.69

Profit before depreciation 35.48 50.77

Depreciation 0.39 0.35

Profit/Loss before tax 35.09 50.42

Provision for

Current Tax 0.69 0.00

Deferred Tax Liabilities Realize (0.02) (0.10)

Fringe Benefit Tax 0.05 0.05

Balance Carried to Balance Sheet 34.37 50.47

Paid up Equity Share Capital 315.26 315.26

Reserves 304.79 270.43

FUTURE PROJECTS

The Company's bid for acquiring 9.8 Acres of land situated at Indore Textile Mills, Ujjain yielded a letter of indent dated 28/11/1998 from MP Textile Corporation Ltd. This matter was contested by other interested parties in a Public interest litigation before Madhya Pradesh High Court and the litigation is in progress with the result that your company could not pay the remaining consideration of Rs.341.00 lacs and the transfer/possession of the land also became contingent upon the decision of the Court.

However, in anticipation of acquiring the said land, and selling it for a gain, the company entered into an MOU with prospective purchasers for the consideration of fresh issue /allotment of 1.20 Cross equity shares of Rs.5/- each at face value in the prospective purchasers Company.

Though the said company allotted the shares pursuant to the MOU your company, in turn effected transfer of 50 % of such shares to the third party to the MOU an inter- corporate deposit of Rs. 150 lacs received in a related transaction has been shown as Unsecured Loan owing to it being a part payment and our inability to fulfil our commitment for transfer of the land. As the transaction of acquiring the land and sale thereof, and the unsuccessful sale of 50 % of the aforesaid shares are closely inter linked and consolidated deal & contingent upon the upon the Court decision, no finality has been arrived at and it is premature to incorporate the same in the accounts. The Earnest Money of Rs. 30 lacs deposited with MPSTC remains as advance against land of MP Textile Corporation Ltd.

In view of the fluid situation of the matter involving sale of land for which, though the prospective purchasers have effected the part consideration the entire transaction can be completed and recorded only when the final judgment of the Court is delivered.

Your Company expects an early decision of the transaction shall be accounted for when finality is certain.

DIVIDEND

In view of strength & the financial base of the Company, Directors do not recommend any dividend for year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A and 58AA of the companies Act, 1956 and rules made there under

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mrs. Rekha Goyal, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer her for re-appointment.

Further Board has proposed to reappoint Shrt Vishnu Prasad Goyal as Managing Director subject to confirmation in ensuing annual general meeting.

Mr. Nitin Parik has resigned from the Board of Directors of the Company w.e.f. 19th Feb. 2009.

Shri Girish Pahadiya was co-opted on the Board as an additional Director and he is propose to be appointed as Director in forthcoming Annual General Meeting for which Company has received notices under section 257 of the Companies Act, 1956 from the member.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

i) That n the preparation of the annual accounts for financial year ended 31st March 2009; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have 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 financial year and of the profit of the Company for the year and review.

iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Tapan Goyal & Company, Chartered Accountants, the existing statutory auditor of the company are retiring and have informed that they do not wish to seek re- election as auditors at the ensuing Annual General Meeting.

A Special notice has been received from member proposing the appointment of M/s. T. Vaidya & Associates, Chartered Accountants, Indore as Statutory Auditors of the Company to hold office up to the conclusion of next Annual general meeting. Accordingly the Board considered the special notice and after discussion appointed M/s. T.Vaidya & Associates, Chartered Accounts, Indore as Statutory Auditors till the conclusion of next Annual General Meeting.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

COMPLIANCE CERTIFICATE

As per requirement of section 383(1 A) of the Companies Act, 1956, the Company has obtained Compliance Certificate from M/s. R.C. Bagdi & Associates, Company Secretaries, and annexed to the Directors report which is self explanatory and needs no comments

DISCLOSURE OF SPECIAL PARTICULARS

As per requirement of section 217(1) of the Companies Act, 1956, Company has no substantial Consumption of energy. However management ensures that all possible measures are taken to conserve including identification of potential areas of saving energy. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsory in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of Depositories as aforesaid.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance Practice. A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Smt. Rekha Goyal, Shri Shyam Sunder Sharma and Shri Girish Pahadiya.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company, Your Company & Directors wish to extend sincere thanks to the Banks with all the customers and Shareholders of the Company for extending their sincere support and services.

Place: Indore for and on behalf of the Board

Dated: 31.08.2009

V.P. Goyal Rekha Goyal

Managing Director Director


Mar 31, 2008

The Directors hereby present the 14th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2008.

FINANCIAL RESULTS AND OPERATION PERFORMANCE

(Rs. In lacs)

Year ended Period ended 31/03/2008 31/03/2007 (Nine Months ended)

Total Income 313.46 233.38

Total Expenditure 262.69 145.13

Profit before depreciation 50.77 88.25

Depreciation 0.35 0.43

Profit/Loss before tax 50.42 87.82

Provision for

Current Tax 0.00 0.00

Deferred Tax Liabilities Realize (0.10) 0.05

Fringe Benefit Tax 0.05 0.05

Balance Carried to Balance Sheet 50.47 87.82

Paid up Equity Share Capital 315.26 315.26

Reserves 270.43 222.41

DIVIDEND

In view of strengthen the financial base of the Company, Directors do not recommend any dividend for year under review.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Shyam Sunder Sharma, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment.

Further Mr. Nitin Parik was co-opted on the Board as an additional Director and he is propose to be appointed as Director in forthcoming Annual General Meeting for which Company has received notices under section 257 of the Companies Act, 1956 from the member.

Further the year Mr. Shakir Sheikh has resigned from the Board of Directors of the Company. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for financial year ended 31st March 2008; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) That the Directors have 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 financial year and of the profit of the Company for the year and review.

iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The Auditors M/s Tapan Goyal & Company, Chartered Accountants, statutory Auditors of the company, retires and being eligible, offers themselves for re- appointment.

AUDITOR'S REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

DISCLOSURE OF SPECIAL PARTICULARS

As per requirement of section 217(1) of the Companies Act, 1956, Company has no substantial Consumption of energy. However management ensures that all possible measures are taken to conserve including identification of potential areas of saving energy. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF THE EMPLOYEE

There was no employee during the year drawing remuneration attracting provisions of section 217 (2A) of the companies Act, read with the companies (particulars of Employees) Rules 1975.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsory in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of Depositories as aforesaid.

CORPORATE GOVERNANCE

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report are annexed to this report.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the devoted services rendered by the staff members of the Company. Your Company & Directors wish to extend sincere thanks to the Banks with all the customers and Shareholders of the Company for extending their sincere support and services.

Place: Indore for and on behalf of the Board

Dated: 13.08.2008

V.P. Goyal Rekha Goyal Managing Director Director

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