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Directors Report of Indiabulls Wholesale Services Ltd.

Mar 31, 2015

Dear Members,

The Directors present to you the Eighth Annual Report together with audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of the standalone financial results of the Company for the financial year ended March 31, 2015 are as under:

Amount in Rs.

Particulars For the Year For the Year ended ended March 31, March 31, 2015 2014 Profit before Tax and Depreciation 178,403,902 77,542,267

Less: Depreciation and amortization expense 2,016,984 2,332,028

Profit before Tax 176,386,918 75,210,239

Less: Provision for Tax 42,684,699 27,287,494

Profit after Tax 133,702,219 47,922,745

Profit/ (Loss) brought forward 66,234,839 20,824,738

Less: Adjustments due to depreciation* 1,675,453 —

Amount available for appropriation 198,261,605 68,747,483

Less: Appropriations:

Proposed dividend on preference shares 2,265,930 2,265,930

Corporate dividend tax thereon 161,168 106,014

Interim dividend on equity shares — 140,700

Corporate dividend tax thereon — —

Transfer to general reserve — —

Balance carried forward to Balance Sheet 195,834,507 66,234,839

* Impact of transitional provision provided in Note 7(b) of Schedule II of Companies Act 2013.

OPERATIONS AND BUSINESS REVIEW

The total income of the Company during the year was Rs. 5,311.82 lacs with a profit after tax of Rs. 1,337.02 lacs. The consolidated revenue of the Company was Rs. 20,834.78 lacs with a profit after tax of Rs. 1,783.72 lacs. The Company, directly and through its subsidiaries, is engaged in the businesses of real estate development, providing services of property and facility management, charter business of aircraft, and renting of plant and machinery. Your directors believe that all of these businesses have huge potential & scope for further business development.

DIVIDEND

In order to utilize the profits for future business requirements of the Company, your Directors do not recommend any dividend.

DIRECTORS & KEY MANAGERIAL PERSONNEL

To achieve the highest standards of Corporate Governance in its management, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with appointment of Ms. Pia Johnson, as non -executive woman director and appointments of Mr. Shamsher Singh Ahlawat, Mr. Joginder Singh Kataria and Mr. Rajinder Singh Nandal, as independent directors.

All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

Further, during the year, Mr. Karan Singh Khera, Independent Director, ceased to be director of the Company. The Board has placed on record its appreciation for the contributions made by him, during his tenure of office.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mehul Johnson (DIN: 00016075), Director, retire by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

Ms. Pia Johnson, being an Additional Director of the Company, holds office as such, upto the date of ensuing Annual General Meeting. The Company has received a notice along with a deposit in terms of Section 160 of the Companies Act, 2013, from a member, proposing the candidature of Ms. Pia Johnson for the office of Director of the Company. The Board recommends her appointment.

The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Saurabh Garg was appointed as CFO - a key managerial person of the Company, in accordance with the provisions of the Companies Act, 2013, with effect from April 23, 2014.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors' Report, in terms of SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, in respect of company's ESOP Scheme titled 'Indiabulls Wholesale Services Limited Employee Stock Option Scheme- 2011' are set out in the Annexure 1, forming part of this report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN: INE 126M01010) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were appointed by the members in their Seventh Annual General Meeting, held on September 26, 2014, for a period of five years i.e. until the conclusion of the Twelfth Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Ninth Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Agarwal Prakash & Co., as Statutory Auditors of the Company till the conclusion of Ninth Annual General Meeting of the Company.

The Auditors' Report is self-explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Company has appointed Mr. B.D. Tapriya, a practicing Company Secretary as its Secretarial Auditor, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditor for conducting said audit. The Report of Secretarial Auditor for the Financial Year 2014-15, is annexed as Annexure 2, forming part of this Report. The Report is self- explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Education and Rural Development, as per its CSR Policy (available on your Company's website www.indiabulls.com/wholesale) and the details are contained in the Annual Report on CSR Activities given in Annexure 3, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and 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 March 31, 2015 and the profit and loss of the company for the year ended on that date;

c) that proper and 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 and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND LISTING AGREEMENT

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013, read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in Annexure A, forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the Eighth AGM will be sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the Eighth AGM will be sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the Eighth AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by Companies (Management and Administration) Amendment Rules, 2015, and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the AGM Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Date: August 28, 2015 Surinder Singh Kadyan Mehul Johnson Place : New Delhi Executive Director Director (DIN: 03495880) (DIN: 00016075)




Mar 31, 2014

Dear Members,

The Directors present to you the Seventh Annual Report and the audited accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31, 2014 are as under: Amount in Rs.

Particulars For the For the Year ended Year ended March 31, March 31, 2014 2014

Profit before Tax and 77,542,267 (48,485,868) Depreciation

Less: Depreciation and 2,332,028 9,812,652 amortization expense

Profit before Tax 75,210,239 (58,298,520)

Less: Provision for Tax 27,287,494 (16,966,615)

Profit after Tax 47,922,745 (41,331,905)

Profit/ (Loss) brought forward 20,824,738 132,783,914

Amount available for 68,747,483 91,452,009 appropriation

Less: Appropriations:

Proposed dividend on 2,265,930 2,265,930 preference shares Corporate dividend tax thereon 385,095 385,095

Interim dividend on equity shares 140,700 50,285,093

Corporate dividend tax thereon (279,081) 8,545,952

Transfer to general reserve — 9,145,201

Balance carried forward to 66,234,839 20,824,738 Balance Sheet

OPERATIONS AND BUSINESS REVIEW

The total income of the Company during the year was Rs. 4,416.72 lacs with a profit after tax of Rs. 479.23 lacs. The consolidated revenue of the Company was Rs. 28,272.77 lacs with a profit after tax of Rs. 4,316.91 lacs. During the year under review, apart from its ongoing business activities, the Company, through its subsidiary, Store One Retail India Limited, was also engaged into the business of providing property and facility management services, rental services of plant and machinery etc.

PROMOTERS DE-CLASSIFICATION

To impart greater focus and undivided accountability at the leadership level and to rationalize operations of the diverse businesses of the Indiabulls group, so as to put the Company firmly on the growth path, the promoters have mutually decided to reorganize the management control of different group companies amongst themselves. As part of the restructuring, Mr. Sameer Gehlaut, alongwith the entities promoted by him namely Jyestha Infrastructure Private Limited, Kritikka Infrastructure Private Limited, Powerscreen Media Private Limited, Karanbhumi Estates Private Limited, Meru Minerals Private Limited, Calleis Real Estate Private Limited, Calleis Constructions Private Limited, Calleis Properties Private Limited, Dahlia Infrastructure Private Limited and Galax Minerals Private Limited shall continue as Promoters / Promoter Group / PACs with the promoters of the Company.

Further, with effect from July 18, 2014, Mr. Rajiv Rattan, Yantra Energetics Private Limited, Spire Constructions Private Limited, Laurel Energetics Private Limited, Nettle Constructions Private Limited, Antheia Infrastructure Private Limited, Antheia Properties Private Limited, Mr. Saurabh Kumar Mittal, Gragerious Projects Private Limited, Punarvasu Builders and Developers Private Limited, Ceres Trading Services Private Limited, Daisy Projects Private Limited, Lucerne Trading Services Private Limited, Cleta Infrastructure Private Limited and Cleta Constructions Private Limited have ceased to be the Promoters / Promoter Group / PACs with the promoters of the Company.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend on equity shares.

EMPLOYEES STOCK OPTIONS

For rewarding performance and retaining talented employees, the Company has introduced an employee stock option scheme titled as ''Indiabulls Wholesale Services Limited Employee Stock Option Scheme- 2011'', with 5,000,000 options, convertible into equal number of Equity Shares. The disclosures required to be made in terms of SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, in the Directors'' Report, in respect of the stock options granted, are set out in the annexures forming part of this report.

CHANGE IN CAPITAL OF THE COMPANY

During the FY 2013-14, an aggregate of 2,76,700 Equity shares of Rs. 2/- each and subsequent to FY 2013-14, an aggregate of 1,56,700 Equity shares of Rs. 2/- each were issued upon exercise of stock options by certain eligible employees vested to them in terms of ''Indiabulls Wholesale Services Limited Employee Stock Option Scheme- 2011'', consequent to which the paid-up Equity share capital of the Company increased to Rs. 10,14,36,986/- divided into 5,07,18,493 Equity shares of face value Rs. 2/- each.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Col Surinder Singh Kadyan (DIN: 03495880), Whole-time Director, retire by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors of the Company (the Board) recommend his re-appointment.

The earlier tenure of Col Surinder Singh Kadyan (DIN: 03495880) as Whole-time Director of the Company has expired on April 24, 2014. The Board recommend his re-appointment as Whole-time Director of the Company for a period of five years w.e.f. April 25, 2014.

The Board has proposed the appointment of Mr. Rajinder Singh Nandal (DIN: 03094903), Mr. Joginder Singh Kataria (DIN: 05202673) and Mr. Shamsher Singh Ahlawat (DIN: 00017480), as Independent Directors of the Company. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that aforesaid persons are appointed as Independent Directors on its Board.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956, relating to subsidiary companies forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising of Mr. Shamsher Singh Ahlawat as the Chairman and Mr. Mehul Johnson and Col Surinder Singh Kadyan, as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2014-15 have been paid to both the exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration Number: 005975N), are proposed to be appointed as Statutory Auditors of the Company, for a period of 5 years, to hold office as such from the conclusion of this AGM, in place of retiring auditors M/s Sharma Goel & Co. LLP, Chartered Accountants, who have completed their five year term.

The Company has received a special notice from a member proposing M/s Agarwal Prakash & Co., Chartered Accountants, as statutory auditors of the Company.

M/s Agarwal Prakash & Co., Chartered Accountants, has submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as statutory auditors of the Company. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard (AS) - 21 on consolidated financial statements read with other related AS, the audited consolidated financial statement is provided in the Annual Report.

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2013-14 and Notice of the Seventh AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report for the FY 2013-14 and Notice of the Seventh AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are being provided in the Notice.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, during the year under review, the Company did not employ any person falling within the purview of Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Date: August 26, 2014 Surinder Singh Kadyan Mehul Johnson Place : New Delhi Whole-time Director Director


Mar 31, 2012

The Directors present to you the Fifth Annual Report and the audited accounts of the Company for the financial year ended March 31,2012.

Financial Results

The highlights of the financial results for the year ended March 31,2012 are as under:

Amount in Rupees

Year ended Year ended Particulars March 31,2012 March 31,2011

Profit before Tax and Depreciation 85,774,992 298,914,835

Less: Depreciation and amortization expense 13,370,636 13,493,083

Profit before Tax 72,404,356 285,421,752

Less: Provision for Tax 24,451,337 46,199,207

Profit after Tax 47,953,019 239,222,545

Profit/(Loss) brought forward 85,924,598 (153,297,947)

Amount available for appropriation 133,877,617 85,924,598

Less: Appropriations:

Proposed dividend on preference shares 941,042 -

Corporate dividend tax thereon 152,661 -

Balance carried forward to Balance Sheet 132,783,914 85,924,598

OPERATIONS AND BUSINESS REVIEW

The total income of the Company during the year was Rs. 5648.05 lacs with a profit after tax of Rs. 479.53 lacs. The consolidated revenue of the Company was Rs. 9042.54 lacs with a profit after tax of Rs. 1369.58 lacs. During the year, the Company, through its subsidiary, Indiabulls Technology Solutions Limited (ITSL), has ventured into the IT business with a focus on developing, deploying and maintaining industry best and complex IT applications and solutions. Presently, ITSL has a staff strength of 600 plus. It recently got accredited with CMMIVI .3 level 3 certification for its current processes and became HIPAA compliant to be able to service its clients in insurance and health sector in USA. ITSL information security standards are ISO27001:2005 certified which is a key benchmark on information security standards worldwide. These standards are a key measure of its capabilities enabling it to attract new clients.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend on equity shares.

EMPLOYEES STOCK OPTIONS

For rewarding performance and retaining talented employees, the Company has introduced an employee stock option scheme titled as'Indiabulls Wholesale Services Limited Employee Stock Option Scheme-2011', with 5,000,000 options, convertible into equal number of Equity Shares. The disclosures required to be made in terms of SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, in the Directors' Report, in respect of the stock options granted, are set out in the annexures forming a part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 121 of the Articles of Association of the Company, Mr. Surinder Singh Kadyan (DIN: 03495880), Director, retire by rotation and, being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

Brief resume of Mr. Kadyan proposed to be reappointed, nature of his expertise in specific functional areas and names of companies in which he hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act 1956, relating to Subsidiary Company forms a part of the financial statements.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2012-13 have been paid to both the exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 March 31,2012 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and

Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, during the year under review, the Company did not employ any person falling within the purview of Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Surinder Singh Kadyan Mehul Johnson

Whole-time Director Director

Date : August 30,2012 Place: New Delhi

 
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