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Directors Report of BCL Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2015.

1. BACKGROUND

The Company is a Non Deposit Accepting Non Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI") received on February 28, 2000.

2. STATE OF COMPANY'S AFFAIR

The Company is in the business of financing activities, with the expected positive momentum in the Global economy, the business of the Company is expected to increase with the increasing rate of growth. The Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Investment and positive modifications are expected in the near future, boosting the Company's revenues.

3. FINANCIAL HIGHLIGHTS

Revenue for the current year is Rs. 50.23 Lac as compared to Rs. 7.78 Lac in the previous year the ultimate increase in Revenue of 545.88%; Profit before tax for the current year is Rs. 14.02 Lac as compared to Rs. 1.60 Lac in the previous year the ultimate increase in PBT of 776.25%; Profit after tax for the current year is Rs. 8.24 Lac as compared to Rs. 1.10 Lac in the previous year the ultimate increase in PAT of 446.25%.

4. FINANCIAL RESULTS

The Company's financial results are as under:

Particulars For The Year Ended

31st March 31st March 2015(Rs.) 2014(Rs.)

Total Revenue (I) 5,023,163 778,887

Total Expenses (II) 3,620,827 618,411

Profit Before Tax & Extraordinary Item 1,402,336 160,476

Tax Expenses 577,923 49,782

Profit After Tax 824,413 110,694

Less: Transfer to Statutory Reserves 164,883 22,139 u/s 45-IC(1) of Reserve Bank of India Act, 1934

Contingent Provisions against Standard Assets 145,200 44,400

Profit/(Loss) transferred to Balance Sheet 514,330 44,155

Earning Per Share (Rs.) 0.141 0.111

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES:

As on 31st March, 2015, the Company is having two Wholly Owned Subsidiaries i.e.

a. Paavak Infrastructure Limited;

b. BCL Developers Limited.

The operations and financials of the wholly owned subsidiaries are summarised as under:

Particulars Paavak Infrastructure Limited

31st March 31st March 2015 (Rs.) 2014 (Rs.)

Total Revenue (I) NIL NIL

Total Expenses (II) 21,317 33,260

Profit Before Tax & (21,317) (33,260) Extraordinary Item

Tax Expenses (1988) 7,950

Profit After Tax (23,305) (25,310)

Profit/(Loss) transferred (23,305) (25,310) to Balance Sheet

Earning Per Share (Rs.) (0.47) (0.51)



Particulars BCL Developers Limited

31st March 31st March 2015 (Rs.) 2014 (Rs.)

Total Revenue (I) 74,860 NIL

Total Expenses (II) 72,680 14,700

Profit Before Tax & 2,180 (14,700) Extraordinary Item

Tax Expenses NIL NIL

Profit After Tax 2,180 (14,700)

Profit/(Loss) transferred 2,180 (14,000) to Balance Sheet

Earning Per Share (Rs.) 0.22 (1.47)

5. RESERVES

An amount of Rs. 1,64,883/- being 20% of the profits was transferred to Statutory Reserve Account for the financial year ended 31st March, 2015 as per the requirement of NBFC prudential norms.

6. DIVIDEND

As the Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15.

7. BUSINESS RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Audit Committee of the Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Audit Committee nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk Management for various Risks.

8. INTERNAL FINANCIAL CONTROL

The Company's internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures. The Company

The Company's internal control system is commensurate with the size, nature and operations of the Company.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To review the matters relating to fraud risk, including corrective and remedial actions as regard people and processes, the Company has formulated a vigil mechanism policy which shall also safeguard the directors and employees from victimization who report their genuine concern relating to actual or suspected fraud, unethical behaviour, violation of the Company's Code of Conduct or Ethical Policies, and any other event which would adversely affect the interests of the business of the Company and which is under direct control of the Audit Committee of the Company. The said policy has also posted on the website of the Company.

10. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the size, nature and operations of the Company.

11. COMPLIANCE

The Company has complied with all applicable provisions of the Companies Act, 2013 and the RBI Act, 1934, Listing Agreement executed with the Stock Exchanges and other applicable rules/regulations/guidelines issued from time to time.

12. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED DURING THE YEAR

S. Name DIN/PAN Designation Date of No. Appointment

Sushil Kumar 28/08/1992 1. Sharda 00303835 Director

Umesh Kumar 28/08/1992 2. 02968410 Independent Director

Sangita 26/08/2014 3. 06957418 Independent Director

Jeevan Singh 4. Rana 07017869 Independent 17/04/2015 Director

Mahendra 5. Kumar Sharda 00053042 Managing 09/05/1993 Director

Kishore 6. Kargeti AQZPK6943M Chief 19/03/2015 Financial Officer

Anuj Rastogi 7. AXYPR3145E Company 24/09/2014 Secretary and Compliance Officer

S. Name No. Change

Sushil Kumar 1. Sharda Proposed to be re- appointed as Director retire by rotation in the ensuing AGM

Umesh Kumar 2. Appointed as Independent Director w.e.f. 17/04/2015.

Sangita 3. It is proposed to re- designate her to non- executive non- independent Director in the ensuing AGM.

Jeevan Singh 4. Rana --

Mahendra 5. Kumar Sharda Appointed as MD w.e.f. 17/04/2015

Kishore 6. Kargeti --

Anuj Rastogi 7. --

Brief resume of the Directors proposed to be appointed in ensuing Annual General Meeting, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board are given as Annexure to the Notice convening the Annual General Meeting.

14. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees and Shareholder Grievance Committee. The manner in which the evaluation has been carried out is based on the criteria as specified by the management of the Company i.e. No. of meetings attended, quality suggestion accepted by the Board from the individual Director, participation of Directors in Board discussion, etc.

16. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the financial year 2014-15.

17. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median remuneration*

NIL Mr. Sushil Kumar Sharda

NIL Mr. Umesh Kumar

NIL

Mr. Jeevan Singh Rana NIL

Mr. Mahendra Kumar Sharda NIL Ms. Sangita

* Directors do not receive any remuneration, sitting fees, or commission from the Company.

ii) Except Company Secretary no remuneration was paid to any Director of the Company in a FY 2014- 15. Further there is no increase in the salary of Company Secretary during the year.

iii) The percentage increase in the median remuneration of employees in the financial year: Median remuneration of employees for the current year is Rs. 2,00,780/- per year as compared to Rs. 1,02,000/- per year in the previous year, the ultimate increase in median remuneration of employees is 96.84%.

iv) The number of employees on the rolls of Company as on 31st March, 2015 is Seven (7).

v) The relationship between average increase in remuneration and Company performance cannot be explained as no remuneration paid to the Directors in the relevant period.

vi) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars Amount (Rs.)

1,16,600

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15

50,23,163

Revenue

2.32%

Percentage of remuneration of KMP as compare to the revenue of the Company

14,02,336 Profit before Tax (PBT)

8.31% Percentage of remuneration of KMP as compare to the Profit Before Tax of the Company

vii) The shares of the Company are listed on Metropolitan Stock Exchange of India Ltd (formerly MCX Stock Exchange Limited) and the shares are infrequently traded therefore variations in the market capitalization of the Company cannot be determine. Further, the net-worth of the Company in the current financial year is Rs. 5.97 Crore as compared to Rs.1.07 Crore in the previous financial year.

viii) There was an increase of 20% in current year in the salaries of employees from the previous year and there was no increase in remuneration paid to the Key Managerial Personnel. Hence, the comparison between the two cannot be made.

ix) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Anuj Rastogi Company Secretary

Amount (Rs.)

Particulars

1,16,600

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15

50,23,163

Revenue

2.32%

Percentage of remuneration of KMP as compare to the revenue of the Company

14,02,336

Profit before Tax (PBT)

8.31% Percentage of remuneration of KMP as compare to the Profit Before Tax of the Company

x) As no remuneration has been paid to the Directors during the year, there are no key parameters for any variable component of remuneration.

xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year cannot be determined as there was no remuneration being paid to Director.

xii) The Company affirms that remuneration given (if any) is as per the remuneration policy of the Company.

18. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

No directors/employees of the Company was in receipt of amount exceeding a salary of Rs. 5,00,000/-per month or Rs. 60,00,000/- per annum or more when employed for whole of the year, under the provisions of Rule 5 (2) & (3) of The Companies (Appointment And Remuneration) Rules, 2014.

19. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The said Policy has been posted on the Website of the Company.

20. MEETINGS

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. During the year, Fifteen (15) Board of Directors Meetings, Three (3) Nomination & Remuneration Committee Meetings and Four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is an NBFC. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in notes to the Financial Statements.

23. CORPORATE SOCIAL RESPONSIBILITY

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as Company is not covered under the criteria mentioned in Section 135(1) of Companies Act, 2013.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, name of the companies which have become / ceased to be Company's subsidiaries, joint ventures or associate companies are as below :

1. No Company has become Subsidiary of the Company during the financial year 2014-15.

2. Companies which ceased to be subsidiaries during the financial year 2014-15

* Harit T redelink Limited(Ceased to be subsidiary of the Company w.e.f 30 th June, 2014)

* Danta Tradelink Limited(Ceased to be subsidiary of the Company w.e.f 30th June, 2014)

* Kalkin Probuild Limited(Ceased to be subsidiary of the Company w.e.f 30th June, 2014)

3. No Company has become / ceased to be a joint venture or associates during the financial year 2014-15.

27. COMPOSITION COMMITTEES OF THE BOARD:

a) AUDIT COMMITTEE: The composition of audit committee of the Company is as follow:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar

Member 2. Sangita

Member 3. Mahendra Kumar Sharda

The Board is under process of adopting optimum composition of the audit committee as prescribed in the Companies Act, 2013. The Board has accepted all the recommendations proposed by audit committee during the financial year.

b) NOMINATION AND REMUNERATION COMMITTEE:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar Member

2. Jeevan Singh Rana Member 3. Sangita

c) SHAREHOLDER GRIEVANCE COMMITTEE:

S. No. Name of Member Designation

Chairman 1. Umesh Kumar Member

2. Mahendra Kumar Sharda Member 3. Sangita

28. STATUTORY AUDITORS

The Company's Auditors, M/s. Krishan Rakesh & Co., [FRN NO. 009088N] Chartered Accountants, who were appointed in casual vacancy caused by resignation of M/s R.K. rathi & Co. Chartered Accountants, and whose term of appointment expires in the year 2017, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under, and shall be appointed as per provisions of Section 139 of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company for a term of 4 years starting from financial year 2015-16 to 2018-2019.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Grover Ahuja & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is prescribed form MR-3.

Auditors Remarks are self-explanatory and do not require any clarification from the Board except the following:

Qualification: As the Company has appointed the Independent Director in the Extra-ordinary General Meeting dated 17th April, 2015, the composition of Audit Committee and Nomination and Remuneration Committee was not in accordance with the provisions of Companies Act, 2013.

Comments: The Audit Committee and Nomination and Remuneration Committee has been duly constituted by the Board of Directors in its meeting held on 30 th April, 2015.

Qualification: As required under Section 93 of the Companies Act, 2013 read with Rule 13 of Companies (Management and Administration) Rules, 2014, the Company has not filed MGT-10 for the change in holding of top ten shareholders pursuant to preferential allotment in its board meeting dated 21st June, 2014.

Comments: As the Companies Act, 2013 was in the nascent stage and due to absence of an in-house compliance officer, the management inadvertently bypassed the required compliance. The Company then appointed a Company Secretary w.e.f. 22nd September, 2014 to circumvent the above and the management has assured to comply all applicable provisions of the Companies Act, 2013.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a.) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. ) that the directors had 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 the financial year and of the profit and loss of the company for that period;

c.) that the directors had taken proper and sufficient care for 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;

d.) that the directors had prepared the annual accounts on a going concern basis;

e.) that 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; and

f.) that 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.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities, customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees, executives, staff and workers of the Company for their unstinted commitment and continued contribution to the Company.

By the order of the Board

For BCL Enterprises Limited

Sd/-

Mahendra Kumar Sharda Chairman


Mar 31, 2012

Dear Members,

The Directors of your Company take pleasure in presenting before you the 22nd Annual Report of the Company together with the Audited Financial Statements for the financial year ending 31st March, 2012

FINANCIAL RESULTS

Description Amount(Rs.) Amount(Rs.)

Year ended Year ended 31.03.2012 31.03.2011

Profit/Loss Before Tax 73,080 89,132

Less: Provision for Income Tax 23,260 (29,000)

Less: Deferred Tax Liabilities (678) (1,255)

Add: FBT refund received for earlier 6,732 years

Profit after Income Tax 55,874 58,877

Profit B/F from previous year 34659 75782

Total profit available for 90,533 1,34,659 appropriation

50,000 (1,00,000) Amount transferred to General Reserve

Balance being carried forward to Balance Sheet 40,533 34,659

During the year under review the Company earned a profit of Rs. 73,080/- as compared to Rs. 89,132/- earned in the previous year. Your Directors are hopeful for better performance of Company in the coming years.

DIVIDEND

The directors do not recommend any dividend for the financial year ending 31st March, 2012 taking into consideration the future requirement of funds.

AUDITOR'S REPORT

The observation made by the Auditors in their report are self-explanatory and do not require any further clarification.

AUDITORS

The Statutory Auditors of the Company, M/s R. K, Rathi & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment as the Auditors of the Company.

Your Directors recommend their re-appointment as the Statutory Auditors of the Company.

DIRECTORS

The Board of Directors of the Company is duly constituted. During the year there is no change in its constitution. Moreover none of the Directors of the Company is disqualified under the provisions of section 274(1) (g) of the Companies Act, 1956.

As on the date of this report, Board consists of the following members:-

S. Name of the DIN Designation Date of No Directors Appointment

Mahendra Kumar 00053042 Director 09/05/1993 1. Sharda

Sushil Kumar Sharda 00303835 Director 28/08/1992 2.

Narendra Kumar 02443475 Director 30/09/2009 3.

Umesh Kumar 02968410 Director 28/08/1992 4.

Mahesh Kumar 03057117 Director 14/05/1989 5. Sharda

Mr. Mahesh Kumar Sharda, Director of the Company retires by rotation and being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreement with the Stock Exchanges. A report on Corporate Governance, certificate of compliance from the Company Secretary in Practice and Management's Discussion & Analysis are attached with this Report.

AUDIT COMMITTEE

The Audit Committee comprises three members i.e. Mr. Umesh Kumar Bajaj and Mr.Sushil Kumar Sarda as the members and Mr. Mahendra Kumar Sharda as the Chairman of the meeting. The composition of the Audit Committee meets the requirements of Section 292 A of the Companies Act, 1956 and Clause 49 of the listing agreement.

DEPOSITS

The Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 and Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 during the financial year under review.

INFORMATION AS REQUIRED UNDER PHARAGRAPH 10 OF THE PART II OF NBFC (RB) DIRECTIONS 1977 OF RESERVE RANK OF INDIA

a) The total number of depositors of the company whose deposits have not been claimed by the depositors or paid by the company after the date on which the deposit become due for repayment or renewal as the case may be according to the contract with the depositors or the provision of these directions whichever may be applicable.NIL

b) The total amount due to depositors and remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.NIL

COMPLIANCE CERTIFICATE

As per the requirements of Section 383A of the Companies Act, 1956, the Compliance Certificate regarding compliance by the Company of various requirements of the Companies Act, 1956 and the rules made there under has been obtained from M/s Grover Ahuja & Associates, Company Secretaries for the year ending 31st March, 2012 and the same is attached herewith, forming part of this report.

INFORMATION PURSUANT OT SECTION 217 (2A) OF THE COMPANIES ACT- 1956

The above section is not application to the Company as none of the employee of the Company is receiving the remuneration exceeding Rs. 5,00,000/- P.M. or Rs. 60, 00,000/- p.a.

PARTICULARS REQUIRED TO BE FURNISHED IN TERMS OF COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988

A. Conservation of Energy

The disclosure of particulars with respect to conservation of energy pursuant to Section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company makes has made best efforts and adopted all relevant measures for conservation of the energy.

B. Technology Absorption

The Company has not carried out any specific research and development activities. Accordingly the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo

There was no transaction of foreign exchange during the period under review.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT. 1 956

Directors confirm: -

(i). that in preparation of the Annual Accounts, the applicable Accounting Standards and provisions of revised schedule VI of the Companies Act, 1956, which has came into force w.e.f. April 2011 applicable on all Companies, 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 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 and of the profit or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for 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 had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your directors also express their appreciation for the wholehearted support extended by the shareholders and employees of the Company.

For and on behalf of the Board

Place: New Delhi Chairman of the Meeting

Dated: 31st August, 2012