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Directors Report of Bhilwara Technical Textiles Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members

Your Directors present the Ninth Annual Report together with the audited financial statements of Bhilwara Technical Textiles Limited (“BTTL”) for the year ended 31st March 2016.

COMPANY’S PERFORMANCE

Your Company’s performance during the fiscal year 2015 -2016 is summarized below:

FINANCIAL RESULTS

Rs,in lac)

2015-16

2014-15

Total Income

74.78

201.35

Profit before Interest, Depreciation & Tax

57.13

183.76

Profit before Tax

57.13

183.76

Profit after Tax

38.07

164.88

Add: Opening Balance

849.29

684.41

Profit available for appropriation

38.07

164.88

Profit Carried to Balance Sheet

887.36

849.29

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

OPERATIONAL INFORMATION

Your Directors inform that the Company is continuously exploring opportunities and avenues for pursuing business operations.

Your Directors inform the Members that your Company, during the year under review recorded satisfactory profitability. The Company achieved a net profit of '' 38.07 lac against '' 164.88 lac in the previous year as its investment did not yield any dividend during the current fiscal against '' 132 lac in the previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shekhar Agarwal, Director retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that, during the year under review Shri Shekhar Agarwal, was appointed as Chairman and Managing Director for a term of three years w.e.f. 01.4.2015 and Smt. Sunita Mathur was appointed as the Independent Director for a term of five years w.e.f. 27.3.2015 at the previous Annual General Meeting held on 29th September, 2015.

Your Directors further inform the Members that the declaration has been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria as specified under sub-section (6) of Section 149 of the Companies Act, 2013.

Shri Shantanu Agarwal was co-opted on Board as Additional Director with effect from 27th May, 2016, and he shall hold office up to the date of ensuing Annual General Meeting. The Board recommends the appointment of Shri Shantanu Agarwal in ensuing Annual General Meeting.

During the year Shri Rahul Handa was appointed as Company Secretary and Chief Financial Officer of the Company in place of Ms. Khwahish Rawal who left the services of the Company. Shri Rahul Handa was also designated as Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013.

AUDITORS APPOINTMENT

M/s. Ashim & Associates, Chartered Accountants, New Delhi Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts.

Further, pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, Shri Rahul Handa was also appointed as Internal Auditor of the Company for part of year 2015-16 in place of Ms. Khwahish Rawal who served as Internal Auditor for part of the year.

Your Directors further inform that pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Devesh Pandey, Practicing Company Secretary holding Membership No. ACS 27793 and also holding Certificate of Practice No. 10021 issued by the Institute of Companies Secretaries of India was appointed as the Secretarial Auditor of the

Company for the Financial Year 2015-16. The Report of Secretarial Audit is annexed as Annexure I

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.

ANNUAL RETURN

Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure III.

ANNUAL EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.

PARTICULARS OF INVESTMENTS

Details of Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors inform the Members that no contracts, arrangements or transactions were entered into with the related parties.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant and material order passed by the regulators or courts.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there was negligible exposure to business risks.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditor of your Company i.e M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, form part of the Annual Report.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company’s Code Of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:

http://www.bttl.co.in/wh_policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by regulation 34 (2) of Listing Regulations, forms part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an internal control system commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translates into Financial and Operational Development of the Company.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - V

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing remuneration in excess of the limits prescribed under the said provision.

ASSOCIATE COMPANY

A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company have been consolidated and presented in the consolidated financial statements presented in the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act,

2013, the Directors state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been

followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and they have 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 on 31st March, 2016 and of the Profit and Loss of the Company for the year ended on that date;

(c) 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors have 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) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

Sd/-

SHEKHAR AGARWAL

CHAIRMAN, MANAGING DIRECTOR & CEO

DIN -00066113

Place: Noida

Date: 27th May, 2016


Mar 31, 2014

To the Members,

The Directors present the Seventh Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited ("BTTL") for the year ended 31st March, 2014.

COMPANY''S PERFORMANCE

Your Company''s performance during the fiscal year 2013-2014 is summarized below:

FINANCIAL RESULTS

(Rsin lac) This Previous Year Year

Total Income 333.30 284.39

Profit before Interest, 190.96 157.44 Depreciation & Tax

Profit before Tax 190.86 157.33

Profit after Tax 172.02 150.75

Add: Opening Balance 512.39 361.64

Profit available for 684.41 512.39

appropriation

Profit Carried to Balance 684.41 512.39 Sheet

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any Dividend for the Year under review.

OPERATIONAL INFORMATION

Your Directors in their previous report had informed the members that the Company had undertaken the trading of Yarn to generate the revenues for the Company. Your Directors informed the members that the Company, during the year under review continued the trading activity and generated revenues for the Company. Your Directors are continuously exploring other avenues for pursuing business operations.

Your Directors feel pleasure in informing the members that the Company earned profit after tax of '' 172.02 lacs for the year ended 31st March, 2014 as against Rs. 150.75 lacs during the previous year ended 31st March, 2013.

DIRECTORS

Shri Riju Jhunjhunwala, Director, retires by rotation and

being eligible, offers himself for reappointment. Your Directors further inform the Members that in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement as per SEBI Circular dated 17th April, 2014, the Company is required to appoint the Independent Directors on the Board for the term of five consecutive years on the Board of the Company and such Independent Directors shall not be liable to retire by rotation.

Shri P. S. Dasgupta has been serving the Board for more than 5 years. Therefore, it is proposed to appoint him as an Independent Director for one more term of five consecutive years commencing from the ensuing Annual General Meeting.

AUDITORS

M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Notes to the Accounts.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company''s shares are listed.

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as required by Clause 49 of Listing Agreement, form part of the Annual Report.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translate into Financial and Operational Development of the Company.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is given in Annexure -I forming part of this Report.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March, 2014 and of the Profit of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the Stakeholders, Bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board

SHEKHAR AGARWAL CHAIRMAN & Place: Noida MANAGING DIRECTOR Date: 22nd April, 2014 DIN : 00066113


Mar 31, 2013

To the Members,

The Directors present the Sixth Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited (BTTL) for the year ended the 31st March 2013.

COMPANY''S PERFORMANCE

Your Company''s performance during the fiscal year 2012- 2013 is summarized below:

FINANCIAL RESULTS

(Rs. in lacs) This Previous Year Year

Total Income 284.39 157.18

Profit before Interest, 157.44 138.61 Depreciation & Tax

Profit before Tax 157.33 138.48

Profit after Tax 150.75 137.23

Add: Opening Balance 361.64 224.41

Profit available for 512.39 361.64 appropriation

Profit carried to Balance 512.39 361.64 Sheet

OPERATIONAL INFORMATION

Your Directors inform the members that the Company is in the process of identifying opportunities to pursue a profitable venture in technical textiles space. However, in the meantime during the year, the company started trading of yarn to generate revenues for the company.

Your Directors feel pleasure in informing the members that the Company earned profit after tax of Rs. 150.75 lacs for the year ended the 31st March, 2013 as against Rs. 137.23 lacs during the previous year ended the 31st March, 2012.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on the 31st March, 2013 and of the Profit or Loss of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in Annexure - I forming part of this report.

DIRECTORS

Shri P. S. Dasgupta, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial information, complying with applicable statutes and ensuring compliance with corporate policies.

The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This Committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Company''s Auditors M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Notes to the Financial Statements.

CORPORATE GOVERNANCE

A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the co- operation and assistance extended by the stakeholders, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

for and on behalf of the Board

Place : Noida SHEKHAR AGARWAL

Dated: 30th April, 2013 Chairman &

Managing Director

DIN : 00066113


Mar 31, 2012

The Directors present the Fifth Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss of Bhilwara Technical Textiles Limited ("BTTL") for the year ended the 31st March 2012.

COMPANY'S PERFORMANCE

Your Company's performance during the year 2011-2012 is summarized below:

FINANCIAL RESULTS

(in lacs)

This Previous Year Year

Total Income 157.18 112.00

Profit before Interest, 138.61 99.31 Depreciation & Tax

Profit Before Tax 138.48 99.31

Profit After Tax 137.23 98.60

Add: Opening Balance 224.41 125.81

Profit available for 361.64 224.41

appropriation

Profit Carried to Balance 361.64 224.41

Sheet OPERATIONAL INFORMATION

Your Directors feel pleasure to inform you that the Company earned profit after tax of Rs. 137.23 lacs for the year ended the 31st March, 2012 as against Rs. 98.60 lacs during the previous year ended the 31st March, 2011.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the

- appropriate Accounting Policies have been selected and applied consistently and they have 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 on the 31st March, 2012 and of the Profit and Loss of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of the particulars as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo are not applicable to the Company for the period under review.

DIRECTORS

Shri Riju Jhunjhunwala, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

INTERNAL CONTROL SYSTEMS

The Company has maintained proper, adequate and effective Internal Control Systems commensurate with the nature and size of its operations. The Audit Committee examines and evaluates the adequacy, relevance, effectiveness and compliance with prevailing laws and regulations.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Company's Auditors M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Note to the Accounts.

CORPORATE GOVERNANCE

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

BTTL has obtained a certificate from the M/s Ashim & Associates, Chartered Accountants regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank all stakeholders and all concerned authorities including Central & State Government for their continued support and valuable contribution. The Directors also express their appreciation to investors for the understanding and support that they continue to repose in the Company.

For and on behalf of the Board

Place : Noida SHEKHAR AGARWAL

Date : 3rd May, 2012 Chairman &

Managing Director

DIN : 00066113


Mar 31, 2010

The Directors present the Third Annual Report together with the audited Balance Sheet and the Profit and Loss Account of Bhilwara Technical Textiles Limited ("BTTL") for the year ended 31st March 2010.

COMPANYS PERFORMANCE

Your Companys performance during year 2009-2010 is summarized below:

FINANCIAL RESULTS

(Rs. in lacs)

This Previous Year Year

Total Income 88.63 66.00

Profit before Interest & Depreciation 74.72 51.26

Profit before Depreciation 74.72 51.26

Profit before Tax 74.72 51.26

Prof it after Tax 74.72 51.26

Add: Opening Balance 51.09 (0.17)

Profit available for appropriation 125.81 51.09

Balance Carried to Balance Sheet 125.81 51.09

OPERATIONAL INFORMATION

Your Directors feel pleasure to inform you that the Company earned profit after tax of Rs.74.72 lacs for the year ended March 31, 2010 as against Rs.51.26 lacs during the previous year ended March 31, 2009.

DIVIDEND AND OTHER APPROPRIATIONS

In order to conserve resources, your directors do not recommend any dividend for the year under review.

DE-MERGER

The Scheme of De-merger between the RSWM Ltd. and the Company for de-merger of the "Strategic Investment Division" of RSWM Ltd. was approved by the Honble High Court of Rajasthan at Jodhpur. The Scheme of De-merger was made effective from March 31, 2009. During the period under review your Company pursuant to the Scheme of De-merger allotted 10 equity shares of Re. 1 /- each of the Company for every 4 equity shares of Rs.10/- each to the shareholders of RSWM Ltd.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

- in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

- appropriate Accounting Policies have been selected and applied consistently and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31 st March, 2010 and of the Profit and Loss of the Company for the year ended on that date;

- proper and sufficient care has been taken 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;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company was not engaged in any activity during the period under review, this information is not relevant.

DIRECTORS

Mr. P.S. Dasgupta retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Further, Mr. P.S. Dasgupta and Mr. Pawan Kumar Deora were co-opted on the Board of Directors of the Company on April 6, 2009 as Additional Directors, liable to retire by rotation. The appointment of Mr. P.S. Dasgupta and Mr. Pawan Kumar Deora as Directors was confirmed by the Shareholders of the Company at the 2nd Annual General Meeting of the Company held on April 20, 2009.

INTERNAL CONTROL SYSTEMS

The Company has proper, adequate and effective Internal Control Systems commensurate with the nature and size of its operations. The Audit Committee examines and evaluates the adequacy, relevance and effectiveness and its compliance with prevailing laws and regulations and thereafter, makes appropriate recommendations, wherever necessary.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS

The Companys Auditor M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate Note to the Accounts.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Certificate of Auditors M/s Ashim & Associates, Chartered Accountant, confirming compliance to conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement, form part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continued support and co-operations received by all concerned authorities and stakeholders including Central and State Governments.

for and on behalf of the Board

Place : Noida Shekhar Agarwal

Date : 27th April 2010 Chairman & Managing Director DIN : 00066113

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