Directors Report of Daulat Securities Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure to submit the report and audited Balance Sheet, Statement of profit and Loss of the company and cash flow statement for the year ended 31st March 2015.

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

(Figures In Rs)

Year ended Year ended

Particulars 31.03.2015 31.03.2014

Profit before Tax 37,10,254 15,92,725

Tax Expense:

(1) Current Tax 4,75,000 3,00,000

(2) Earlier Years 24,088 (723)

Profit for the period 32,11,166 12.93,448

Earning per Equity Share:

(1) Basic 0.64 0.26

(2) Diluted 0.64 0.26

OPERATION:

Business Performance

During the year under review, the Company has earned higher profit before tax compared to the previous year due to various cost reduction and efficiency improvement measures taken during the year. Increasing competition and structural regulatory changes in recent years had already made business conditions quite challenging. In this scenario, your company has performed satisfactorily and is committed to do well in coming years.

Depository Operations

The depository operation of the company continues to run smoothly.

Dividend

The company has decided to plough back its profits for future development. Hence the Directors do not recommend any dividend for the year under review.

Reserve

The Board does not propose any amount to be carried to reserves.

CHANGE IN NATURE OF BUSINESS:

No Change in the nature of the business of the Company done during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report of Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s Bahety & Goenka , Chartered Accountant confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE and CSE where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

84.50 % of the company's paid up equity share Capital is in dematerialized form as on 31st March, 2015 and balance

15.50 % is in physical form. The Company's Registrar and Share Transfer Agent is M/s Maheshwari Datamatics Private Ltd. having their registered office at 6, Mango Lane, Kolkata-700001.

Number of Board Meetings

The Board of Director duly met 6 times during the financial year from 1st April 2014 to 31st March 2015 The dates on which the meetings were held are as follows.

15th May 2014 ,27th June, 2014,12th August 2014,14th November 2014,13th February , 2015, and 25th March, 2015

DIRECTORS:

a) Changes in Directors & Key Management Personnel

There is no change in list of Directors & Key Management Personnel during the year. Mr.Sohan Lai Kochar and Mrs. Vasudha Chhajer retire by rotation at the ensuing Annual General Meeting and Mrs. Vasudha Chhajer, being eligible, offers herself for reappointment. However Mr. Sohan Lai Kochar does not offer himself for reappointment at the Annual General Meeting. The Board of Directors in their meeting held on 25th June 2015 has approved the re- appointment of Mr. Jitendra Kochar, Director of the Company, as a Managing Director w.e.f. 27.04.2015 for a period of 3 years, subject to the approval of the members at the ensuing Annual General Meeting on the terms and conditions as set out in the notice of the Annual General Meeting.

b) Declaration by Independent Directors and re-appointment, if any

All Independent Directors of Daulat Securities Limited do hereby declare that we have met the criteria of as provided in sub- section 6 of Section 149 of the Companies Act 2013. We hold the office for a term of five years and are eligible for re-appointment for next five years on passing of special resolution by the company.

c) Formal Annual Evaluation

Pursuant to the provisions of companies act 2013 and clause 49 of listing agreement, the board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of working of its Audit, Nomination and Remuneration and Compliance Committees. Performance evaluation has been carried out as per nomination and remuneration policy DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule-Ill to the act, have been followed and there are no material departures from the same.

ii) 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, 2015 and of the Profit of the Company for said period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2015 on a going concern basis.

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

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate & operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy

B. TECHNOLOGY ABSORPTION

Not applicable in view of the nature of activities carried on by the Company.

C. EXCHANGE EARNING AND OUTGO

Foreign exchange earnings and outgo-NIL

DEPOSIT: The Company has not accepted any deposits from public.

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self explanatory AUDITORS:

Statutory Auditors

The Auditors M/s Bahety & Goenka, Chartered Accountants (FRN: 317111E) retires at conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The company has received a certificate from the retiring auditors to the effect that the appointment, if made will be in accordance within the limit specified in section 141 of Companies Act 2013

Secretarial Audit

According to the provision of section 204 of the Companies Act.2013 read with Rule 9 of the Companies(appointment and Remuneration of Managerial Personnel ) Rules,2014, the Secretarial Audit Report submitted by Company Secretary in Practice in enclosed as a part of this report Annexure-A. Observation of Secretarial Auditor is also self explanatory.

SHARE CAPITAL:

a) Issue of equity Shares with Differential rights

The Company has not issued any equity shares with differential rights as per details provided in rule 4 of Companies (Share Capital & Debentures), Rules 2014.

b) Issue of Sweat Equity Shares

The Company has not issued any Sweat equity shares as per details provided in rule 8(13) of Companies (Share Capital & Debentures), Rules 2014.

c) Issue of Employees Stock Options

The Company has not issued any Employee Stock Option as per details provided in rule 12(9) of Companies (Share Capital & Debentures), Rules 2014.

d) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has not purchased its own shares either from employees or by trustees for the benefit of employees. EXTRACT OF ANNUAL RETURN:

Extract of Annual return is formed part of this report is annexed as MGT-9 in Annexure-B CORPORATE SOCIAL RESPONSIBILITY (CSR):

The disclosure as per rule 9 of companies (Corporate Social Responsibility policy) Rules 2014 is will not be applicable as this company does not fall within the ambit of this section.

VIGIL MECHANISM:

The board has adopted the Whistle blower policy. The policy has provided a mechanism for directors, employees and other person dealing with the company to report to the chairman of the Audit Committee , any instance of unethical behavior, actual or suspected fraud or violation of code of conduct of the company.

PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS:

Detail of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Schedule 10, 11 and notes to the Financial Statements. The Company has not given any guarantee during the year

RELATED PARTY TRANSACTION:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transaction with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business. Detail of related party transaction provided separately in notes to accounts.

The Board of Directors of the company has, on the recommendation of the Audit Committee, adopted a policy to regulate transaction between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No such order was passed by the regulators during the year.

DETAILS OF HOLDING, SUBSIDIARIES AND ASSOCIATES

The Company does not have any Holding or Subsidiary as on 31st March, 2015.

PARTICULARS OF EMPLOYEES

Disclosure of information pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with regard to the particulars of employees is not applicable to the Company.

MANAGERIAL REMUNERATION:

Jitendra Kochar Managing Director Remuneration paid — Rs 3,00,000/-(Last Year Rs 3,00,000/-)

No other amount has been claimed &/or paid except the remuneration RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the company and the policy of the Company on risk

management is provided in Management Discussion and Analysis

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to the Clients, Bankers, Associated Staff and SEBI, Stock Exchange Employees & Depository and Shareholders/ Investors for their valuable contribution towards the progress of the Company.

Registered Office

86, Canning Street For and on behalf of the Board Kolkata - 700 001. Dated: 25th June, 2015 SOHAN LAL KOCHAR Place: Kolkata Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

Year ended Year ended 31.03.2014 31.03.2013

Profit before Tax 15,92,725 23,13,625

Tax Expense:

(1) Current tax 3,00,000 2.70,000

(2) Deferred tax - (78,089)

(3) Earlier Years (723) 74,020

Profit for the period 12,93,448 20,47,694

Earning per equity share:

(1) Basic 0.26 0.41

(2) Diluted 0.26 0.41

OPERATION

BUSINESS PERFORMANCE

India economic growth remained muted at 5% for the second consecutive year. This weakness in growth reflects the continued sluggishness in the investment cycle. Post election with a stable government at centre we expect that growth to revive, business confidence to improve and also capital flow pickup. Increasing competition and structural regulatory changes in recent years had already made business conditions quite challenging. In this scenario, your company has performed satisfactorily and is committed to do well in coming years.

ALTERATION IN OBJECT CLAUSE

The Company is already a member of NSDL for providing depository services for the benefit of trading members. However, the renewal of same is now due and SEBI has now insisted for an Object relating to such activity in the Main Object clause of the Memorandum of Association of the Company.

In order to insert such new object relating to depository services of the Company, it is proposed to replace & substitute a new clause III A(5) under Main Object Clause of the Memorandum of Association to carry out the depository activities of the company to facilitate renewal of depository membership with NSDL.

"To carry on the business as Depository Participant in India by acquiring membership of Depositories like Central Depository Services (India) Limited (CDSL), National Securities Depository Limited (NSDL) or any organization providing the Depository Services, depository clearing services, custodian clearing services and professional clearing services and to operate, run, manage and deal in all the permitted activities for providing Depository Participant Services"

As such, approval of the Shareholders is being sought by way of Special Resolution for alteration of Main Object clause.

DEPOSITORY OPERATION

The depository operation of the company continues to run smoothly.

DIVIDEND

The company has decided to plough back its profits for future development. Hence the Directors do not recommend any dividend for the year under review.

DIRECTORS

Mr.Sohan Lal Kochar and Mr Ajit Kochar retire by rotation and being eligible, offers themselves for reappointment. In Compliance with the provisions of the Companies Act, 2013, the following Re-appointments of Independent Directors are placed before the Members in the forthcoming Annual General Meeting for their approval:

Mr. MadhuSudan Daga, Mr. Jaideep Jiloka, Dr. P.R. Kamdar is being re-appointed as an Independent Director of the Company, to hold office for five years, for a term upto March 31, 2019.

Mr. Prabin Kumar Baid, Independent & Non- Executive Director of the company, vide his letter dated 6th August, 2014 has resigned from the Board of the Company.

CORPORATE GOVERNANCE

As per the Amended Listing Agreement with Stock Exchanges, the Company has complied with the requirement of corporate governance. A report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company M/s. Bahety & Goenka confirming the compliance of conditions of Corporate Governance is annexed to this report.

AUDITORS'' REPORT

The report of the auditors is self-explanatory and there are no comments, which need to be reported.

LISTING

The Equity shares of the company are listed on The Bombay Stock Exchange Ltd and The Calcutta Stock Exchange Ltd.

AUDITORS

The Auditors M/s. Bahety & Goenka, Chartered Accountants (Registration No-317111E) are re- appointed as Auditor of the Company for a term of Five years and will retire at the conclusion of 26th Annual General Meeting of your Company as Statutory Auditors and being eligible, offer themselves for reappointment. Your Company has received a certificate to the effect that their re-appointment, if made, will be in accordance with the provisions of the Companies Act, 2013. Your Directors recommend their re-appointment as Statutory Auditors of the Company.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration aggregating to Rs. 60, 00,000/- P.A or Rs. 5, 00,000/- P.M. CONSERVATION OF ENERGY / TECHNOLOGY / ABSORPTION / RESEARCH AND DEVELOPMENT

Particulars as required under the Companies (Disclosures of particulars in the report of Board of Directors) Rules 1975 are not applicable to the company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there is no material departure;

ii) 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, 2014 and of the Profit of the Company for said period.

iii) 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

iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to the Clients, Bankers, Associated staff and SEBI, Stock Exchange Employees & Depository and Shareholders/ Investors for their valuable contribution towards the progress of the Company.

Registered Office 86, Canning Street For and on behalf of the Board Kolkata - 700 001

Dated: 12th August, 2014 JITENDRA KOCHAR Place: Kolkata Managing Director

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Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

Year Ended 31.03.2013 31.03.2012

Profit Before Tax 23,13,625 10,122,007

Tax expense:

(1) Current tax 2.70,000 1,760,000

(2) Deferred tax (78,089) (45,140)

(3) Earlier Years 74,020 (229,085)

Profit for the period 20,47,694 8,636,232

Earning per equity share:

(1) Basic 0,41 0.64

(2) Diluted 0.41 1.64

OPERATION

STOCK EXCHANGE OPERATION

Global and domestic macro economic headwinds had an adverse impact on the financial markets in India. Amidst dwindling investor interest, Equity markets recorded lowest turnover in several year. Increasing competition and structural regulatory changes in recent years had already made business conditions quite challenging In this scenario, your company has performed satisfactorily.

DEPOSITORY OPERATION

The depository operation of the company continues to run smoothly.

DIVIDEND

Due to lack of adequate profits in the current year, your Directors have been unable to recommend any dividend.

DIRECTORS

Mr.Prabin Kumar Baid and Mr Jaideep Jiloka retire by rotation and being eligible, offers themselves for reappointment.

CORPORATE GOVERNANCE

As per the amended listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company M/s. Bahety & Goenka confirming the compliance of conditions of Corporate Governance is annexed to this report.

AUDITORS'' REPORT

The report of the auditors is self explanatory and therefore do not call for any further explanation.

6 DAULAT SECURITIES LIMITED

LISTING

The equity shares of the company are listed on The Bombay Stock Exchange Ltd and The Calcutta Stock Exchange Ltd

AUDITORS

The Auditors M/s. Bahety & Goenka, Chartered Accountants (Registration No.- 3171 HE) retire and being eligible offer themselves for reappointment. Shareholders are requested to appoint the Auditors of the company and to fix their remuneration.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration aggregating to Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m.

CONSERVATION OF ENERGY / TECHNOLOGY / ABSORPTION / RESEARCH AND DEVELOPMENT

Particulars as required under the Companies (Disclosures of particulars in the report of Board of Directors) Rules 1975 are not applicable to the company.

DmECTORS'' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and that there is no material departure;

ii) 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, 2013 and of the Profit of the Company for said period.

iii) 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

iv) The Directors have prepared the annual accounts for the financial year ended 31st March 2013 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to convey gratitude to the Clients, Bankers, Employees, SEBI, Stock Exchange, Depository and Shareholders/ Investors for their support and encouragement and look forward for their continued support in future.

Registered Office

86, Canning Street For and on behalf of the Board

Kolkata-700001

Dated: 30th May 2013 JITENDRA KOCHAR

Place: Kolkata Managing Director.

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Mar 31, 2012

The Directors have pleasure in presenting the Nineteen Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

Year ended Year ended 31.03.2012 31.03.2011

Profit before tax 10,122,007 7,916,328

Tax expense:

(1) Current tax 1,760,000 1,340,504

(2) Deferred tax (45,140) 54,506

(3) Earlier Years (229,085) 193

Profit for the period 8,636,232 6,521,125

Earning per equity share:

(1) Basic 1.67 1.32

(2) Diluted 1.67 1.32

OPERATION

STOCK EXCHANGE OPERATION

Global and domestic macro economic headwinds had an adverse impact on the financial markets in India. Amidst dwindling investor interest, Equity markets recorded lowest turnover in several year. Increasing competition and structural regulatory changes in recent years had already made business conditions quite challenging In this scenario, your company has performed satisfactorily.

DEPOSITORY OPERATION

The depository operation of the company continues to run smoothly.

DIVIDEND

The company has decided to plough back its profits for future development. Hence the Directors do not recommend any dividend for the year under review.

DIRECTORS

Pursuant to the provisions of section 260 of the Companies Act, 1956 and the Articles of Association of the Company Mrs. Vasudha Kochar (Chhajer) was appointed as an Additional Director with effect from October 20, 2011 and will hold office up to the date of the forthcoming Annual General Meeting of the Company

Mr. Madhusudan Daga and Dr P R Kamdar retire by rotation and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE

As per the amended listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company M/s. Bahety & Goenka confirming the compliance of conditions of Corporate Governance is annexed to this report

AUDITORS' REPORT

The report of the auditors is self-explanatory and there are no comments, which need to be reported.

LISTING

The equity shares of the company are listed on The Bombay Stock Exchange Ltd and The Calcutta Stock Exchange Ltd

AUDITORS

The Auditors M/s. Bahety & Goenka, Chartered Accountants (Registration No-317111E) retire and being eligible offer themselves for reappointment. Shareholders are requested to appoint the Auditors of the company and to fix their remuneration.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration aggregating to Rs. 24,00,000/- per annum or Rs. 2, 00,000/- per month.

CONSERVATION OF ENERGY/TECHNOLOGY/ABSORPTION/RESEARCH AND DEVELOPMENT

Particulars as required under the Companies (Disclosures of particulars in the report of Board of Directors) Rules 1975 are not applicable to the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and that there is no material departure;

ii) 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, 2012 and of the Profit of the Company for said period.

iii) 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

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to the Clients, Bankers, and associated staff & SEBI, Stock Exchange Employees & Depository participants and Shareholders/Investors for their valuable contribution towards the progress of the Company. "

For and on behalf of the Board

JITENDRA KOCHAR Managing Director

Registered Office: 86, Canning Street Kolkata-700 001.

Dated: 30th May 2012 Place: Kolkata

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

Year ended Year ended 31.03.2010 31.03.2009

Profit before taxation 7280133 2467789

Less Current tax Provision 950000 475000

Less Current FBT Provision - 38200

Profit after tax 6330133 1954589

Less: Deferred Tax Liability 60800 62817

Add: Excess Provision for Income Tax for earlier year 120988 -

Less: Short Provision for Income Tax for earlier years - 7843

Balance brought forward from previous years 32484472 30600543

Balance carried to Balance Sheet 38874793 32484472

OPERATION

STOCK EXCHANGE OPERATION

From the confidence shaking short fall and lows of previous year the stock market made a handsome recovery during the year. The operation of the company was satisfactory keeping in view the cutthroat competition and steep fall in rates of brokerage despite that your company has done reasonably well.

DEPOSITORY OPERATION

The depository operation of the company continues to run smoothly.

DIVIDEND

The company has decided to plough back its profits for future development. Hence therefore the Directors do not recommend any dividend for the year under review.

DIRECTORS

Mr. Prabin Kumar Baid retires by rotation and being eligible, offers himself for reappointment.

Mr Jaideep Jaloka retires by rotation and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE

As per the amended listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A report on Corporate Governance is attached to this report as per statutory requirements.

AUDITORS REPORT

The report of the auditors is self-explanatory and there are no comments, which need to be reported.

AUDITORS

The Auditors M/s. Bahety & Goenka, Chartered Accountants retire and being eligible offer themselves for reappointment. Shareholders are requested to appoint the Auditors of the company and to fix their remuneration.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration aggregating to Rs. 24,00,000/- per annum or Rs. 2,00,000/-per month.

CONSERVATION OF ENERGY / TECHNOLOGY / ABSORPTION / RESEARCH AND DEVELOPMENT

Particulars as required under the Companies (Disclosures of particulars in the report of Board of Directors) Rules 1975 are not applicable to the company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and that there is no material departures;

ii) 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 said period.

iii) 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

iv) the Directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks to the Clients, Bankers and Associated staff & SEBI, Stock Exchange Employees & Depository participants and Shareholders/ Investors for their valuable contribution towards the progress of the Company.

Registered Office

86 Canning Street For and on behalf of the Board

Kolkata-700001

Dated: 24th June 2010 SOHAN LAL KOCHAR

Place: Kolkata Chairman