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Directors Report of Apollo Finvest (India) Ltd.

Mar 31, 2015

To,

The Members,

APOLLO FINVEST (INDIA) LTD.

Your Directors have pleasure m presenting their Twenty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31.2015.

FINANCIAL RESULTS:

Amount in Rupees

Particulars

March 31,2015

March 31.2014

Gross Sales and other Income

3,38,59,473

1,73,49,332

Profit before Depreciation and Tax

2,39,17,307

98.48.498

Less: Depreciation

6,58,020

1,83,037

Profit before Tax

23,59,287

96,65,461

Less: Tax Expenses

56,82,879

17,20.000

Net Profit after tax

1,75,76,408

79.45.461

OPERATIONAL REVIEW:

For the financial year ended 31st March, 2015. Gross revenues increased to Rs. 3.38.59.473/- against Rs. 1.73.49,332/- m the previous year. The Company has for (the year ended 31“ Marc*. 2015. Made a net profit of Rs 1.75.76.408/- (Previous year Rs. 79.45.461/-) after providing for taxation.

BRIEF DESCRPTION OF THE COMPANY''S WORKING DURING THE YEAR ANO STATE OF COMPANY''S AFFAIRS:

It can be observed from the financial statements of the Company that tie Net Profit of the Company has increased during the year favorably and it medicates that the Company is doing well.

DIVIDEND:

With a view to strengthen the financial position of the Company, your Decors have not recommended any dividend for its equity shareholders.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act. 2013. The details of the investments made by the company are given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system n the Company, its competence with operating systems, accounting procedures and policies of the Company. Based on the report of eternal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information required under the provisions of Companies Act. 2013 and Rules made there under relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there were no foreign exchange earnings or out lows.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relations^ with employees at all levels.

DIRECTORS:

In terms of the provisions of the Companies Act. 2013, Mr. Umanath R. Agarwal (DIN: 00175340) retires by rotation at this Annual General Meeting, and being eligible offer himself for re-appointment

None of the Directors are disqualified from being appointed as specified m Section 164 of the Companies Act. 2013

Mr. Hardik Dedhia (DIN: 06660799). in respect of whom the Company has received a notice along with requisite deposit in writing under Section 160 of the Companies Act. 2013 from a member proposing his candidature for the office of Independent Director. Upon approval of the appointment of Mr. Hard Dedhia (DIN: 06660799) as independent director by the Members of the Company, the appointment shall be formalized by issue of letter of appointment by the Company to the said independent director.

Brief details of Directors proposed to be appointed ''re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of Bus Annual Report

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

An ^dependent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment m the Board''s report

FORMAL ANNUAL EVALUATION:

The Company has devised a Policy for performance evaluation of Independent Directors. Board. Committees and other include Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

MEETINGS OF THE BOARD:

Five Meetings of the Board of directors of the Company were held during the year on 26th June 2014.24th July 2014.30th September 2014, 11th November 2014, and 4th February 2015.

DIRECTOR S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act. 2013, the Directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Directors have 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.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of 9ns Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on a going concern basis.

The Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

Al related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business as per details given in AOC-2 annexed as Annexure “A”. There are no materiality significant related party transactions made by the company with Promoters. Key Managerial Personnel or other designated person’s which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2014-2015 the Company has not made any issue of equity shares with differential votag Rights. Sweat Equity Shares and Employee Stock Option.

BOARD COMMITTEES:

The detailed composition of the mandatory Board Committees namely Audit Committee. Stake Holders Grievance Committee and Nomination & Remuneration Committee and other related details are set out in the Corporate Governance Report which forms an integral part of this report.

MANAGERIAL REMUNERATION:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company, will be provided upon request In terms of Section 136 of the Act the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

The Company does not have any subsidiary Company or Holding Company and hence is not in receipt of any remuneration or commission from the same.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information n relation to the Company and during the period when the Tracing Window is closed. The Board is responsible for implementation of the Code. Al Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Compares Act. 2013. As required under section 204 (1) of the Companies Act. 2013 the Company has obtained a secretarial audit report The company is in the process to find a suitable candidate for the positions of Company Secretary and CFO. Further, as required under section 178 of the Companies Ad 2013. company is taking steps to appoint one more independent director.

AUDITORS:

The Auditors Shankartal Jain & Associates. Chartered Accountants. Mumbai, retire at the condition of the ensuing Annual General Meeting and being eligible offer themselves for re-apartment..

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Ad 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 the company has appointed S. G. and Associates, a firm of company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure ''B''

EXTRACT OF ANNUAL RETURN:

The extracts of the Annual Return in form MGT-9 is annexed herewith as Annexure "C”.

PARTICULARS Of EMPLOYEES:

The Company had no employee drawing salary/ remuneration as per the limits prescribed as per Rule 5(2) of the Appointment and Remuneration of Managerial Personnel Rules 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION S ANALYSIS REPORTS

The Corporate Governance is annexed herewith as Annexure "D" and Management Discussion & Analysis Report is annexed herewith as Annexure "E\ These form an integral part of Bus Report, together with the Certificate from the auditors i.e. Shankarlal Jain & Associates (Chartered Accountants) regarding competence with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest t thanks to the Members of the Company. Bankers. Customers. Executives and Staff at all levels for the continuous cooperation and assistance.

For and on behalf of the Board of Directors APOLLO FINVEST (INDIA) LIMITED

Date: 12* August 2015 Anju R. Innani Umanath R. Agarwal

Place: Mumbai Managing Director Whole-Time Director


Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting their Twenty-eight Annual Report on the operations of the company, together with the Audited Accou nts for the year ended March 31, 2014.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Gross Sales and other Income 172.93 118.49

Profit before Interest and 98.48 37.77 Depreciation and Tax

Less: Depreciation 1.83 2.31

Profit before Tax 96.35 35.46

Less: Provision for Tax 17.20 3.15

Net Profit after tax 79.45 30.03

REVIEW OF OPERATIONS:

For the financial year ended 31st March 2014, the sales and other income of the Company increased to Rs. 172.93 Lacs as compared to Rs. 118.49 Lacs in the previous year. The Company has for the year ended 31 March, 2014, made a net profit of Rs 79.45 Lacs (Previous year Rs. 30.03. Lacs) after providing for taxation.

DIVIDEND:

With a view to conserve the financial resources for the future operations of the company, the directors have thought it prudent not to recommend any dividend for the year ended 31 March, 2014.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company. DIRECTORS:

In terms of the provisions of the Companies Act, 2013, Shri. Sajjan Kanodia (DIN : 05118076) retires by rotation.

The Company have received declaration from a member along with deposit of the requisite amount as stipulated in Section 160 of the Companies Act 2013 proposing candidature of Shri Bhavik Chokshi (DIN: 06396837), Smt. Hemlata Poddar (DIN02931322), and Smt. Preeti P Jain (DIN: 06366504) to act as Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub - section (6) of the Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

Further it shall be noted that Shri Bhavik Chokshi (DIN: 06396837) shall occupy the vacated place of Shri Sajjan Kanodia complying with the provisions of Section 152 (6) (e) of the Companies Act 2013.

Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation. The Directors would like to inform that being a small sized Company in terms of number of employees, same is being provided on estimated basis.

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 as at March 31, 2014 and of the Profit of the Company for the year ended on that date.

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; and

The annual accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants (FRN: 109901W) Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31st March 2014, as obtained from M/s. S. G & Associates, Practicing company Secretaries (Membership No:12122) is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

During the year under review your company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public.

AUDITORS:

M/s. Shankarlal Jain & Associates, Chartered Accountants(FRN: 109901W), Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 139 of the Companies Act, 2013. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS'' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956. For Auditor''s remark on AS-15 regarding liability for Gratuity and Leave encashment which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of Employees, the same is being provided on estimated basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EX- CHANGE EARNINGS AND OUTGO:

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL Date : 26 June, 2014 Managing Director Executive Director DIN 00123259 DIN 00175340


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their Twenty-seventh Annual Report on the operations of the company, together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rupees in Lacs) Particulars Year ended Year ended 31st March 2013 31st March 2012

Gross Sales and other Income 118.49 64.22

Profit/(Loss) before Interest and Depreciation and Tax 37.77 (26.34)

Less: Depreciation 2.31 4.37

Profit/(Loss) before Tax 35.46 (30.71)

Less: Provision for Tax 3.15

Less: Deferred Tax Liability written back (14.71)

Less:Short/(Excess) Provision for Income Tax for earlier years 2.29

Net Profit/(Loss) after tax 30.03 (16.00)

REVIEW OF OPERATIONS:

For the financial year ended 31s March 2013, the sales and other income of the Company increased to Rs. 118.4$ Lacs as compared to Rs. 64.22 Lacs in the previous year. The Company has for the year ended 31 March, 2013, made a net profit of Rs 30.03 Lacs (Previous year loss of Rs. 16.00 Lacs) after providing for taxation.

DIVIDEND:

Due to global financial turmoil and weak financial markets and to consolidate the fyture position of the Company, your Directors do not recommende any dividend for the year ended 31 March, 2013.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Smt. Hemlata Poddar, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at ensuing Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date.

- 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; and

- The annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the Company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31s March 2013, as obtained from M/s. Suman Mantri & Associates, Company Secretaries is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS'' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956. For Auditor''s remark on AS-15 regarding liability for Gratuity & Leave Encashment which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of employees the same is being provided on estimated basis.

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

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL

Date : 17 July, 2013 Managing Director Executive Director


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-sixth Annual Report on the operations of the company, together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS (Rupees in Lacs)

Particulars Year ended Year ended

31st March 2012 31st March 2011

Income from Operation 64.22 235.73

Profit/(Loss) before Interest and Depreciation and Tax (26.34) 156.61

Less: Depreciation 4.37 3.91

Profit/(Loss) before Tax (30.71) 152.69

Less: Provision for Tax - 1.00

Less: Deferred Tax Liability written back (14.71) (5.50)

Net Profit/(Loss) after tax (16.00) 157.20

REVIEW OF OPERATIONS:

For the financial year ended 31st March 2012, the gross operational income of the Company decreased to Rs. 64s£2 Lacs as compared to Rs. 235.73 Lacs in the previous year. The Company has for the year ended 31 March, 2012, incurred a loss of Rs. 16.00 Lacs (Previous year profit of Rs. 157.20 Lacs) after providing for taxation.

DIVIDEND:

Due to loss incurred during the year, your Directors are unable to declare any dividend for the year ended 31 March, 2012.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Shri N. T. Rathi, Director of the Company passed away on 02/08/2011. The company benefited immensely by his valuable advice and guidance during his association with the company.

Shri Sandeep Maheshwari, Director of the Company resigned on 14/11/2011 due to pre occupation. Ms. Preeti Jain, who was appointed to fill the casual vacancy, retires by rotation and being eligible, offers herself for re-appointment at ensuing Annual General Meeting.

Shri Sajjan Kanodia and Smt. Hemlata Poddar were appointed as additional directors of the Company on 14/11/2011. In accordance with provisions of section 260 of the Companies Act, 1956 read with the Articles of Association of the Company they hold office till the ensuing Annual General Meeting.

None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- 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 as at March 31, 2012 and of the loss of the Company for the year ended on that date.

- 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; and

- The annual accounts for the year ended March 31, 2012 have been prepared on a going concern basis. PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlai Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956 the company is required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the y ttached herewith and forms an integral part of this report. DELISTING FROM JAIPUR STOCK EXCHANGE:

The Company had applied for delisting of shares from Jaipur Stock Exchange Limited pursuant to members' approval obtained at the Annual General Meeting of the Company held on 27 September, 2010. The shares of the Company have been delisted from Jaipur Stock Exchange Limited vide their letter dated 13/12/2011.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlai Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlai Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS' COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956. For Auditor's remark on AS-15 regarding liability for Gratuity & Leave Encashment -which are not provided on the basis of actuarial valuation, the Directors would like to inform that being a small sized Company in terms of number of employees the same is being provided on estimated basis.

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

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. iNNANI UMANATH R. AGARWAL

Date : 8th August, 2012 Managing Director Executive Director


Mar 31, 2010

The Directors have pleasure in presenting their Twenty Forth Annual Report on the operations of the Company, together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS: (Rupees in Lacs)

Particulars Year ended Year ended

31st March 2010 31st March 2009

Gross Sales and other Income 373.33 98.57

Profit / (Loss) before Depreciation and Tax 291.65 (401.93)

Less: Depreciation 5.22 6.95

Profit / (Loss) before Tax 286.43 (408.88)

Less: Provision for Fringe Benefit Tax - 0.82

Less: Deferred Tax Liability (0.34) (19.71)

Net Profit / (Net Loss) after tax 286.77 (389.99)

REVIEW OF OPERATIONS:

For the financial year ended 31* March 2010, the sales and other income of the Company increased by 278.74% to Rs. 373.33 Lacs as compared to Rs. 98.57 Lacs in the previous year. The Company has for the year ended 31st March, 2010 earned a net profit of Rs. 286.77 Lacs (previous year net loss of Rs. 389.99 Lacs) after providing for taxation and diminution in value of investments.

DIVIDEND:

With a view to conserve the financial resources for the future operations, your Directors have thought it prudent not to declare dividend for the year ended 31st March, 2010.

PRUDENTIAL NORMS OF RBI:

The Company has followed the Prudential Norms of the Reserve Bank of India as are applicable to the Company.

DIRECTORS:

Shri Sandeep Maheshwari, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at ensuing Annual General Meeting. A brief profile of Shri Sandeep Maheshwari is annexed to the Notice of the ensuing Annual General Meeting. None of the Directors are disqualified from being appointed as Directors as specified in terms of Section 274(1) (g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the annual accounts, the applicable Accounting Standards have been followed except AS-15 regarding liability for Gratuity & Leave Encashment which are not provided on the basis of actuarial valuation.

- 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 as at 31st March, 2010 and of the Profit of the Company for the year ended on that date.

- 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; and

- The Annual Accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

There are no employees who are in receipt of remuneration of Rs. 24,00,000/- or more per annum if employed throughout the year under review or Rs. 2,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance along with the certificate from M/s. Shankarlal Jain & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion & Analysis Report, which gives a detailed account of the operations of your Company, forms an integral part of this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to Section 383A of the Companies Act, 1956, all Companies whose paid up share capital is Rs. 10 Lacs and above but less than Rs. 5 Crores are required to obtain a Compliance Certificate from a Practicing Company Secretary.

Accordingly, the Compliance Certificate for the year ended 31st March 2010, as obtained from M/s. Jayesh Shah & Co., Company Secretaries is attached herewith and forms an integral part of this report.

FIXED DEPOSITS:

The Company has not accepted or renewed any deposit as covered under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS:

M/s. Shankarlal Jain & Associates, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B) of the Companies Act, 1956. The Company has obtained a Certificate from M/s. Shankarlal Jain & Associates, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The members are requested to appoint Auditors for the current year and fix their remuneration.

AUDITORS COMMENTS:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

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

A Conservation of Energy and Technology Absorption:

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

B Foreign Exchange Earnings And Outgo:

Information regarding foreign exchange earnings and outgo is reported to be NIL for the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Lastly your Directors are deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

For and on behalf of the Board

Place: Mumbai ANJU R. INNANI UMANATH R. AGARWAL

Date : 28th June, 2010 Managing Director Executive Director