Directors Report of Fraser & Company Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2015.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2015 is as summarized below:-

(In Lacs)

Particulars 2014-15 2013-14

Gross Turnover & Other Income 17.68 38.55

Profit before Interest, Depreciation & Taxation (78.22) 28.60

Less – Interest 0.00 0.00

Profit / (Loss) before Depreciation & Taxation (78.22) 28.60

Less – Depreciation 0.03 0.04

Profit / (Loss) before tax (78.19) 28.56

Less– Provision for Taxation (Incl. Deferred Tax) 0.00 0.00

Net Profit / (Loss) for the year (78.19) 28.56

Add/ (less) – Balance brought forward from previous Year (258.99) (288.48)

Balance Carried to Balance Sheet (337.18) (258.99)

2. Performance Review:-

For the year 2014-15, the Turnover of the Company decreased and stood at Rs. 17.68 Lakhs and Loss for the year at Rs. (78.19) Lakhs.

3. Dividend:-

Your Directors do not recommend any dividend for the year under review.

4. Reserve:-

Due to operational loss, the Company has not transferred any amount to reserve during the year under review.

5. Directors:-

Mr. Naitik Prakash Modi (DIN- 01993179) Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Vanita M Parmar (DIN- 05345249) was appointed as an Additional Director of the Company with effect from 20th April, 2015 and would hold Office up to the date of ensuing Annual General Meeting.

Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointment and qualification of Director) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Ms. Vanita M Parmar existing Director as Non – Executive, Independent Director for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notices from Members proposing her candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Director confirming that she meets the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

Mr. Bimal Kumar Mahanseria has tendered resignation w.e.f 1st October, 2014. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by him.

6. Listing of Equity Shares of the Company:-

Your Directors are pleased to inform you that Equity Shares of the Company had listed on the Bombay Stock Exchange Limited (BSE) on March 27, 2015 under Scrip Code 539032. Now the equity shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) and The Bombay Stock Exchange Limited (BSE).

7. Share Capital:-

The paid up Equity Share Capital as at March 31, 2015 stood at Rs 5,72,03,000. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

8. Directors' Responsibility Statement:-

Your Directors state that: -

a) In the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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 / loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

e) 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.

f) 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.

9. Auditors:-

M/s. Amit M Shah, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. Auditors' Report:-

The Notes on Financial statement referred to in the Auditors report are self – explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

11. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & COP.No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2015.Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report. There are no qualifications in Secretarial Audit Report.

12. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

13. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report. as Annexure III.

15. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report.

as Annexure IV.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

17. Particulars of Employees:-

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 Report 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2015, eight Board Meetings were held. The dates on which the Board meetings were held are May 5, 2014, May 30, 2014, August 14, 2014, September 17, 2014, October 1, 2014, November 14, 2014, January 12, 2015 and February 16, 2015.

19. Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section(6).

20. Particulars of Loan, Guarantees And Investments By Company:-

During the financial year ended March 31, 2015, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

21. Related Party Transactions:-

During the financial year ended March 31, 2015, no contracts or arrangements entered with related parties referred to in sub Section (1) of Section 188 of the Companies Act, 2013.

Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

22. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

23. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

24. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Dhanraj D Vithalani (Chairman), Mr. Ashok Patel and Mr. Hemal Arunbhai Mehta. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

25. Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance's with management's authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

26. Risk Management Policy:-

The Company understands controlling risk through a formal programme is necessary for the well-being of the Company. To this end, the Board has formed an Enterprises Risk Management Committee to identify the risks impacting the business and formulate strategies/ policies aimed at risk mitigation as part of risk management. Further, a core Committee comprising senior management, has also been formed to identify and assess key risks and formulate strategies for mitigation of risks identified in consultation with process owners.

During the year, the Board of Directors, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

27. Corporate Social Responsibility (CSR):-

During the financial year ended March 31, 2015, no Contribution towards the Corporate Social Responsibility under Section 135 of the Companies Act, 2013 was made by the Company.

28. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are – Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

29. Formal Annual Evaluation:-

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting, undertook the evaluation of its own performance, its Committees and all the individual Directors. The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

30. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors,

For Fraser And Company Limited



Sd/-

Ashok C Patel

DIN- 06659772

Chairman

Kolkata, 29th May, 2015

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Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2014.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below:-

(In Lacs)

Particulars 2013-14 2012-13

Gross Turnover & Other Income 38.55 55.33

Profit before Interest, Depreciation & Taxation 28.60 1.51

Less - Interest 0.00 0.00

Profit / (Loss) before Depreciation & Taxation 28.60 1.51

Less - Depreciation 0.04 0.05

Profit / (Loss) before tax 28.56 1.46

Less- Provision for Taxation (Incl. Deferred Tax) 0.00 0.00

Net Profit / (Loss) for the year 28.56 1.46

Add/ (less) - Balance brought forward from previous (288.48) (289.94) Year

Balance Carried to Balance Sheet (258.99) (288.48)

2. Performance Review:-

For the year 2013-14, the Turnover of the Company decreased and stood at Rs. 38.55 Lakhs and Profit for the year increased and stood at Rs. 28.56 Lakhs, which is mainly due to lower and control on major expenses.

3. Dividend:

Your Directors do not recommend any dividend for the year under review.

4. Directors:-

Mr. Bimal Kumar Mahansaria (DIN- 00955014) Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 260 of the erstwhile Companies Act, 1956, Mr. Naitik P Modi (DIN- 01993179) & Mr. Ashok C Patel (DIN- 06659772) were appointed as an Additional Directors of the Company with effect from 23rd October, 2013 and would hold Office up to the date of ensuing Annual General Meeting.

The Board of Directors of the Company has appointed pursuant to the provisions of Section 260 of the erstwhile Companies Act, 1956, Mr. Hemal Arunbhai Mehta (DIN: 06424481), Mr. Dhanraj D Vithalani (DIN: 06652609) and Mr. Suketu K Bhuta (DIN: 06652618) as an Additional Directors (Independent Directors) of the Company with effect from 1st March, 2014.

In terms of the provisions of Section 260 of the erstwhile Companies Act, 1956 Mr. Hemal Arunbhai Mehta, Mr. Dhanraj D Vithalani and Mr. Suketu K Bhuta would hold office up to the date of this Annual General Meeting.

Pursuant to Sections 149,150 & 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Hemal Arunbhai Mehta, Mr. Dhanraj D Vithalani and Mr. Suketu K Bhuta, existing Directors as Non - Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.

The Board is of the view that Mr. Ashok C Patel has vast experience and knowledge and his appointment as the Whole- time Director on terms & conditions as mentioned above including remuneration, will be in the interest of the Company. So the Nomination & Remuneration Committee & Board of Director at meetings held on 30th May, 2014 have approved the appointment of Mr. Ashok C Patel subject to approval of shareholders at ensuing Annual General Meeting for a tenure of two (2) years with effect from 1st June, 2014 on terms and conditions as stated in the explanatory statement annexed to Notice of the Annual General Meeting.

The Company has received requisite notice from Members proposing their candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the Clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

Mr. Ashok Loyalka and Mr. Balaji G Bhattiprolu have tendered their resignation w.e.f 1st November, 2013. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by them.

5. Share Capitali-

The Company has increased its Authorised Share Capital from Rs. 1.00 Crores to Rs. 6.00 Crores on 31st January, 2014.

During the year under review, your Company issued 47,84,000 Equity Shares of Rs. 10/- each, by way of preferential allotment on 26th February, 2014. Presently the subscribed, issued and paid up Equity Share capital of the Company is Rs. 5,72,03,000/- divided into 57,20,300 Equity Shares of Rs. 10/- each.

6. Directors' Responsibility Statementi-

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

a) In the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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 / loss of the Company for the accounting year ended on that date;

c) Proper & 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 & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

7. Auditorsi-

M/s. J Mandal & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM. M/s. J.Mandal & Co, Chartered Accountants is not willing to appoint as Statutory Auditors of the Company.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit M Shah, Chartered Accountants as statutory auditors of the Company from 30th September, 2014 to till the conclusion of next Annual General Meeting.

The Company has received a Certificate from them that their appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their appointment is recommended by the board.

8. Auditors' Reporti-

The notes on accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956. The Auditors' Report on the Consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

9. Tax Provisionsi-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

10. Fixed Deposits:-

During the year ended on 31st March 2014, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report. as Annexure I.

12. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report. as Annexure II.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

14. Particulars of Employees:-

There are no employees covered under Section 217(2A).

15. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Fraser And Company Limited

Ashok C Patel DIN-06659772 Chairman

Kolkata, 30th May, 2014

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Mar 31, 2013

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results: Rs.

Profit / (Loss) for the year 145887

Balance b/f from previous year ( 28994316 )

Balance carried to Balance Sheet ( 28848429 )

Directors:

Shri A. Loyalka retires by rotation and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit/ loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished. ''

Compliance Certificate:

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2013 is attached herewith. Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. The Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place Kolkata-700 001 , Dated: 30th August, 2013 Directors

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Mar 31, 2012

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

Financial Results; Rs.

Profit/(Loss) for the year ( 5579673)

Balance b/ffrom previous year (23414643)

Balance carried to Balance Sheet (2S9943161

Directors:

Shri Balaji G. Bhattiprolu retires by rotation and being eligible offers himself for re-appointment

Directors Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates feat are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the proCt/loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annua] Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Compliance Certificate:

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2012 is attached herewith.

Auditors'' Report:

The relevant notes on accounts, which form part of foe accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. ''Hie Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place , BK. MAHANS ARIA. Kolkata-700 001 A. LOYALKA Dated: 30th August, 2012 Directors

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Mar 31, 2011

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results: Rs.

Profit / (Loss) for the year (5110010)

Balance b/f from previous year (18304633)

Balance carried to Balance Sheet (23414643

Directors:

Shri B.K. Mahansaria retires by rotation and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

The Directors hereby confirm:

1. That in the preparation of the Annual Accounts the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit/loss of the Company for that period.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

Particulars of Employees. Conservation of Energy etc.

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Compliance Certificate :

A Copy of Secretarial Compliance Certificate for financial year ended 31.03.2011 is attached herewith. Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s J. Mandal & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and are willing to continue in the office. The Board recommends their re-appointment.

Registered Office: For and on behalf of the Board 4, Fairlie Place Kolkata - 700 001

Dated: 30th August, 2011 Director