Directors Report of Gemmia Oiltech (India) Ltd.

Mar 31, 2014

The Board of Directors of Gemmia Oiltech (India) Limited are pleased to present the Twenty First Annual Report for the year ended March 31, 2014, together with the Auditors'' Report and Audited Accounts for the Financial year 2013-14.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below.

(In Rs.)

PARTICULARS 2013-14 2012-13

Net Income 1644 81,36,760

Expenditure 15427977 1,75,52,609

Profit before Depreciation, Interest and Tax 12575208 (47,13,9990)

Less: Interest and Finance Charges 2192954 39,23,956

Less: Depreciation 100658171 7,77,904

Profit /(Loss) Before Tax (115426333) (94,15,849)

Less: Provision for Tax 124690 1,75,923

Profit/(Loss) after Tax (115301643) (92,39,927)

OPERATIONS REVIEW

On a standalone basis your Company has reported net revenue of Rs. 1644 as against Rs. 81,36,760 of Revenues registered in the previous year. Total expenditure for the year was Rs. 11,54,27,977 as against Rs. 1,75,52,609 in the previous year.

BUSINESS REVIEW

A detailed business review is being given in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

Your Directors have not recommended dividend in view of the losses incurred by the company during the year.

SUBSIDIARY COMPANY

1. Gemmia Worldwide S.A.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. A. Srinivasan and Mr. K.Raman, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. M.Rajan, Mr. A. Roche and Mr. V. Arunagiri were appointed as an Additional Director on September 30, 2013, November 14, 2013 and February 14, 2014 respectively.

The Company has received notice under Section 160 of the Companies Act, 2013 proposing the appointment of Mr. M. Rajan, Mr. A. Roche and Mr. V. Arunagiri as Directors liable to determination through retirement by rotation at the ensuing Annual General Meeting.

AUDITOR

M/s. R. Ravindran & Associates (Registration No. 003222S) Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and to hold office from the conclusion of this Twenty First Annual General Meeting to the conclusion of the Twenty Third Annual General Meeting.

The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section139 (1) and 141 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has not received audited financials from its subsidiaries due to some unavoidable Circumstances. So Company has not attached the consolidated statement.

PARTICULARS OF EMPLOYEES

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Director''s and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts for the year ended 31st March 2014, the

applicable accounting standards issued by the Institute of Chartered Accountants of India read with the requirements set out under Schedule VI to the Companies Act,1956, the provisions of Companies Act, 2013 (to the extent notified) 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 2014 and of the Loss of the Company for the year ended on that date;

(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 of the Company on a ''going concern'' basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment.

By Order of the Board For GEMMIA OILTECH (INDIA) LIMITED

Sd/- Sd/- Jude Jeyaprakash T.V. Balachandran Executive Director Director

Place : Chennai Date : December, 4 2014

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Mar 31, 2011

The Board of Directors of Ram Kaashyap Investment Limited are pleased to present the Eighteenth Annual Report for the year ended March 31, 2011, together with the Auditors' Report and Audited Accounts for the Financial year 2010-11.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below. (In Rs).

PARTICULARS 2010-11 2009-10 Change %

Net Income 90,726,863 6,16,37,612 47.19

Expenditure 79,280,446 5,65,35,624 40.23

Profit before Depreciation, Interest and Tax 114,46,417 51,01,988 124.35

Interest and Finance Charges 22,68,043 8,29,914 173.29

Depreciation 3,82,217 7,89,107 (51.56)

Profit /(Loss) Before Tax 87,96,157 34,82,967 152.55

Provision for Tax (67,816) (17,947) (277.87)

Profit/(Loss) after Tax 88,63,973 35,00,914 153.19

OPERATIONS REVIEW

On a standalone basis your Company has reported net revenue of Rs.90.73 Millions as against Rs.61.64 Millions of Revenues registered in the previous year up by 47.19%. Total expenditure for the year was Rs.79.28 Millions against Rs.56.54 Millions in the previous year up by 40.23%. Earning before Interest, Tax, Depreciation and Amortization (EBITDA) amounted to Rs.11.45 Millions while the same was Rs.5.10 Millions for the previous year i.e. an increase of 124.35%. The net profit after Tax was Rs.8.86 Millions as against Rs.3.5 Millions for the previous year, increase by 153.19 %.

BUSINESS REVIEW

A Detailed business review is being given in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

In order to conserve the earnings so as to strengthen the business, your Directors' are not recommending any dividend for the period.

RECENT DEVELOPMENTS

Your Company had applied for extension from the Registrar of Companies, to convene the Annual General Meeting for the financial year 2010-11 on or before December 31, 2011, which has been approved by the Registrar of Companies.

Your Company has made great progress since its entry into the Media and Indian Entertainment ("MIE") business through its October 2009 acquisitions of 100% equity stakes in:

- Tamil Box Office India Private Limited

- Pix Aalaya Studios Private Limited

This sector has been profitable for the company and RKIL will organize these activities into a separate division/subsidiary over the next three years and continue to develop its early success with its core product offerings namely:

- Trading in Overseas Rights of South Indian Films

- Web streaming of South Indian movies and other content

- Animation and Gaming

- Production and Distribution of Tamil Movie based entertainment programmes in select countries

Your company is also planning to simultaneously expand its activities by entering into oil/natural gas environmental services pursuant to the clause 1 of the main object of the MOA. The company has already identified an international company to acquire its entire stake through a GDR/FCCB issue. The entire transaction is all-stock transaction. The target company is Gemmia Worldwide S.A.. its main assets being a 51% in OilTech Global Services (DBA) a group of companies engaged in oil sludge treatment. reservoir cleaning services. and oilfield and refinery services and equipment sales to oil and gas companies with assets and operations in Russia. Switzerland and beyond.

OilTech ("OT") is a group of companies controlled by Gemmia Worldwide S.A. with assets in Russia specializing in processing & disposal of waste sludge from the oil & gas industry. The company has also recently introduced a new service for the automated cleaning of oil storage.

Your Company has received approval from the Registrar of Companies. Chennai. for the name availability for the proposed change of name of the Company as "Gemmia Oiltech (India) Ltd." in consonance with primary business objectives of the Company viz. foray into oiltech services. a new initiative approved by the shareholder.

Your Company is in the process of issuing Foreign Currency Convertible Bonds (FCCB) and Global Depository Receipts (GDR) of USD 75 Million each pursuant to the decision taken and approved by the Board.

Your Company vide postal ballot dated April 29. 2011 has obtained approval from the shareholders for increase in authorised share capital. amendment of objects clause in the Memorandum of Association of the Company. enhancement of borrowing powers and raising of funds through GDR / FCCB / ADR. Your Company is in receipt of a Scrutinizer's Report dated June 9. 2011 declaring the results of the postal ballot. all the resolutions being approved by the shareholder.

SUBSIDIARY COMPANIES 1. Tamil Box Office (India) Private Limited - TBO (India)

2. Tamil Box Office Singapore Pte. Limited (Step-down Subsidiary) - (TBO - Singapore) #

3. Pix Aalaya Studios Private Limited (PSPL)

# this subsidiary has been disinvested with effect from October 1. 2011

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr.S. Krishna Kumar, Director, retire by rotation and being eligible offers himself for re-appointment.

Mr.K. Raman was appointed as an additional Director on the Board of the Company with effect from August

12, 2011. The Resolution for regularising the appointment of the Mr.K. Raman has been included in the notice of the ensuing Annual General Meeting.

Mr.R. Gopalan was appointed as an additional Director on the Board of the Company with effect from August

3, 2011. The Resolution for regularising the appointment of the Mr.R. Gopalan has been included in the notice of the ensuing Annual General Meeting.

AUDITORS

M/s. R. Ravindran & Associates is due to retire at the conclusion of the Eighteenth Annual General Meeting. M/s. R. Ravindran & Associates has confirmed their eligibility and willingness to accept office, if re-appointed for the financial year 2011-12. Your Directors recommended the re-appointment of M/s. R. Ravindran & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the Eighteenth Annual General Meeting until the conclusion of the Nineteenth Annual General Meeting of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employees pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.2,00,000 per month or Rs.24,00,000 per annum) during the period under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges. a Management Discussion and Analysis. Corporate Governance Report. Managing Director's and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts. the applicable accounting standards have been followed and no material departure have been made from the same;

ii. appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Company as at March 31. 2011 and Profit & Loss Account for the year ended March 31. 2011;

iii. 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;

iv. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders. Financial Institutions. Banks. Customers. Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further. the Directors wish to place on record their appreciation of Employees at all levels for their hard work. dedication and commitment.

By ORDER OF THE BOARD For RAM KAASHYAP INVESTMENT LIMITED Sd/- Sd/-

JUDE JEYAPRAKASH S. KRISHNA KUMAR

EXECUTIVE DIRECTOR DIRECTOR Place: Chennai

Date : November 28. 2011

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Mar 31, 2010

The Board of Directors of Ram Kaashyap Investment Limited are pleased to present the Seventeenth Annual Report for the year ended March 31, 2010, together with the Auditors Report and Audited Accounts for the Financial year 2009-10.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below.

(All figures in Rupees)

PARTICULARS 2009-10 2008-09 Change %

Net Income 6,16,37,612 3,14,95,526 95.70

Expenditure 5,65,35,624 2,88,30,062 96.10

Profit before Depreciation, Interest and Tax 51,01,988 26,65,464 91.41

Interest and Finance Charges 42,72,074 22,28,975 91.66

Depreciation 7,89,107 11,69,486 (32.53)

Profit /(Loss) Before Tax 34,82,967 10,59,489 228.74

Provision for Tax (17,947) 97,567 (118.39)

Profit/(Loss) after Tax 35,00,914 9,61,922 263.95

OPERATIONS REVIEW

On a standalone basis your Company has reported net revenue of Rs. 61.64 Millions as against Rs. 31.50 Millions of Revenues registered in the previous year up by 95.70 %. Total expenditure for the year was Rs. 56.54 Millions against Rs. 28.83 Millions in the previous year up by 96.10%. Earning before Interest, Tax, Depreciation and Amortization (EBITDA) amounted to Rs. 51.02 Millions while the same was Rs. 26.65 Millions for the previous year i.e. an increase of 91.41%. The net profit after Tax was Rs. 35.01 Millions as against Rs. 9.61 Millions for the previous year, increase by 263.95 %.

BUSINESS REVIEW

A Detailed business review is being given in the Management Discussion and Analysis Section of the Annual Report

DIVIDEND

In order to conserve the earnings so as to strengthen the business, your Directors are not recommending any dividend for the period.

RECENT DEVELOPMENTS

During the year under review, the Company allotted 30,00,000(Thirty Lakhs) Equity shares of the face value of Rs.10/- each fully paid-up at a premium of Rs.5/- on preferential basis to individuals for cash and shareholders of Pix Aalaya Studios Private Limited – Chennai and Tamil Box office (India) Private Limited – Chennai , towards consideration for acquisition of equity shares of the respective companies.

The Board of Directors of your Company, in their meeting held on January 21, 2010, recommended and approved issue of shares of value 35.16 crores on a rights basis to the existing shareholders of Your Company. Further, Your company filed a Draft letter of offer with SEBI in respect of Rights issue of 3,51,60,000 Equity shares of face value of Rs. 10/- for cash aggregating Rs. 3,516 Lakhs by Ram Kaashyap Investment limited to the existing equity shareholders on right basis in the ratio of 4 (Four) equity shares for every 1 (One) equity shares held, and have received an observation letter (In-principle approval) from SEBI for the same. Your Company is in the process of finalisation of the final date of opening of the rights issue, which would diversify the business of your company, viz-a-viz, acquisition of satellite rights of Tamil movies and acquisition of Overseas Rights of South Indian Movies.

SUBSIDIARY COMPANIES

1. Tamil Box Office (India) Private Limited - TBO (India)

2. Tamil Box Office Singapore Pte. Limited (Step-down Subsidiary) - (TBO - Singapore)

3. Pix Aalaya Studios Private Limited (PSPL)

DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. A. Srinivas, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. T. V. Balachandran was appointed as additional Director on the Board of the Company with effect from December 9, 2009. The Resolution for regularising the appointment of the Mr. T. V. Balachandran has been included in the notice of the ensuing Annual General Meeting. During the year Mr. Jude Jeyaprakash has been appointed as Whole-time Director of the Company under the designation "Executive Director" for a period of 5 years with effect from December 8, 2009 by passing special resolution in the Extra-ordinary General Meeting held on December 8, 2009.

Mr. P. Thirumalai Kumar, Director of the Company from January 5, 2008 had resigned from the directorship of the Company on December 9, 2009.

AUDITORS

The Board of Directors of the Company in their meeting held on October 22, 2009 had appointed M/s. R. Ravindran & Associates, Chartered Accountants, as Statutory Auditors of the Company to fill the casual vacancy caused by the sudden death of Mr. G. Parthasarathy, the Statutory Auditor of the Company for the year 2009-10. M/s. R. Ravindran & Associates is due to retire at the conclusion of the Seventeenth Annual General Meeting. M/s. R. Ravindran & Associates has confirmed their eligibility and willingness to accept office, if re-appointed for the financial year 2010–11. Your Directors recommended the re-appointment of M/s. R. Ravindran & Associates, Chartered Accountant as the Statutory Auditor of the Company to hold office from the conclusion of the Seventeenth Annual General Meeting until the conclusion of the Eighteenth Annual General Meeting of the Company.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employees pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs. 2,00,000 per month or Rs. 24,00,000 per annum) during the period under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same;

ii. appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Company as at March 31, 2010 and Profit & Loss Account for the year ended March 31, 2010;

iii. 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;

iv. the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment.

By ORDER OF THE BOARD

For RAM KAASHYAP INVESTMENT LIMITED

Sd/- Sd/-

JUDE JEYAPRAKASH S. KRISHNA KUMAR

EXECUTIVE DIRECTOR DIRECTOR

Place : Chennai

Date : September 3, 2010

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Mar 31, 2009

The Board of Directors of Ram Kaashyap Investment Limited (RKIL) are pleased to present the Sixteenth Annual Report for the year ended March 31, 2009, together with the Auditors Report and Audited Accounts for the Financial year 2008-09.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2009 31.03.2008

Profit / (Loss) before depreciation & tax 22.29 23.68

Less: Depreciation 11.69 11.23

Profit / (Loss) before extra ordinary items 10.59 12.45

Investment in business written off - -

Profit / (Loss) after extra ordinary items 10.59 12.45

Less: Provisions for tax 0.98 (0.32)

Profit / (Loss) after tax 9.62 12.77

Add: Profit / (Loss) b/f from previous year (1088.12) (1100.89)

Net Profit/(Loss) carried over (1078.50) (1088.12)

DIVIDEND

In order to conserve the earnings so as to strengthen the business, your Directors are not recommending any dividend for the period.

PERFORMANCE OVERVIEW

During the period under review, your Company has done transaction in Business & infrastructure Consultancy, Securities trading & Software Development. Your company wishes to do the same line of business in the coming years.

INTERNAL AUDIT SYSTEMS

At the current level of operations, in the opinion of the management, an internal audit system is uneconomical. However the company proposes to engage at appropriate juncture, independent audit firms to carry out the internal audit.

PREFERENTIAL ISSUE

During the period under review, your Company has issued and allotted 3,90,000 equity shares of Rs.10/ each fully paid-up on preferential basis on December 31, 2008.

RESOURCES

a. Bank Limits: During the year under review your Company was not in a position to pay interest to the consortium Banks. Your Company is planning for a negotiated settlement by urging the bankers to give up a portion of the principal and the entire amount of the interest.

b. Fixed Deposits: The public liability in the form of Public Deposits is nil as there is no public deposit accepted.

CORPORATE GOVERNANCE AND DUE COMPLIANCES

Your Company has taken necessary steps to give effect to the Corporate Governance. Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed. A Certificate from the Statutory Auditor regarding compliance of conditions of corporate governance is attached to this report.

CHANGE IN THE BOARD OF DIRECTORS

Mr. S. Krishna Kumar is appointed as additional Director on the Board of the Company with effect from December 31, 2008. The Resolution for regularising the appointment of the Mr. S. Krishna Kumar has been included in the notice of the ensuing Annual General Meeting.

Mr. R. Dakshinamurthy - Whole-Time Director and Mr. A. Srinivasan, independent Director of the Company had resigned from the directorship of the Company on April 10, 2008.

Mr. A. Kumar Ready, Mr. K. Gopalaswami and Mr. S. Govindaraj, Independent Directors of the Company from April 10, 2008, September 25, 2008 and January 5, 2009 respectively had resigned from the directorship of the Company on December 31, 2008, October 7, 2008 and February 6, 2009.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors consists of three Directors. This Committee was last re-constituted on December 31, 2008.

The present Audit Committee comprises of the following directors

1. Mr. P. Thirumalai Kumar, Chairman of the Committee

2. Mr. A. Srinivas , Member of the Committee

3. Mr. S. Krishna Kumar, Member of the Committee

The constitution of the Audit Committee also meets the requirements of Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000. The terms of reference specified by the Board to the Audit Committee are as per Clause 49 of the Listing Agreement.

The role, powers and functions of the Audit Committee are as stated below:

- Monitor the internal controls to ensure the integrity of the financial performance reported to the shareholders.

- Provide by way of regular meeting, a line of communication between the Board and the Statutory Auditors.

- Consider the appointment of the Statutory Auditors.

- Review the interim and full year financial statement before recommending them to the Board.

- Review reports of the Auditors on any important events.

- Review the Companys financial control systems, in particular, the procedures for identifying business risks (including financial risks) and controlling their financial impact on the Company.

- Review the Companys policies for ensuring compliance with the relevant regulatory / legal requirements and the operational effectiveness of the policies and procedures.

REMUNERATION COMMITTEE

The Remuneration Committee has been constituted with Mr. P. Thirumalai Kumar, Mr. A. Srinivas and Mr. S. Krishna Kumar, Directors of your Company, for performing inter-alia the role / various functions as set out under Clause 49 of the Listing Agreement with the Stock Exchanges and also in pursuance to the amendments made to the Schedule XIII of the Companies Act, 1956.

AUDITORS

The Statutory Auditor of your company, Mr. G. Parthasarathy, Chartered Accountant, Chennai, is due to retire at the conclusion of the Sixteenth Annual General Meeting. Mr. G. Parthasarathy has confirmed this eligibility and willingness to accept office, if re-appointed for the financial year 2009-10. Your Directors recommended the re-appointment of

Mr. G. Parthasarathy, Chartered Accountant as the Statutory Auditor of the Company to hold office from the conclusion of the Sixteenth Annual General Meeting until the conclusion of the Seventeenth Annual General Meeting of the Company.

INTERNAL AUDIT SYSTEMS

At the current level of operations, in the opinion of the management, an internal audit system is uneconomical. However the company proposes to engage at appropriate juncture, independent audit firms to carry out the internal audit

COMPLAINTS REDRESSAL SYSTEM

All the investor grievances received by the Company are attended and replied to satisfactory within 3 days of receiving the grievance. The Shareholders / Investors Grievance Committee meet periodically to take status of the investor grievance pending at any period and resolve the same effectively. The details of the investor grievance committee and its meetings are given in the Corporate Governance Report which forms part of this Annual Report

DIRECTORS RESPONSIBILITY STATEMENT

1. In the preparation of the Annual accounts for the year ended 31st March 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year ended 31st March 2009 and of the profit or loss of the company for the period.

3. 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.

4. The directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employees pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs. 2,00,000 per month or Rs. 24,00,000 per annum) during the period under review.

ACKNOWLEDGEMENT

Your Directors thank the Investors, Bankers and Business associates for the continued support extended to your Company. Your Directors also thank various Government departments for the support extended by them. Finally, Your Directors also wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

By ORDER OF THE BOARD For RAM KAASHYAP INVESTMENT LIMITED

Sd/- Sd/-

S. KRISHNA KUMAR A. SRINTVAS Director Director

Place : Chennai

Date : 28th August 2009