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Directors Report of Integra Capital Management Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rupees in Lacs)

2014 - 2015 2013 - 2014

Total Income 97.54 34.86

Expenditure (72.69) (33.96)

24.85 0.90

Non - Cash Charges 1.28 1.35

Profit/(Loss) Before Tax 23.57 (0.45)

Tax Expense 0.87 -

Profit /(Loss) After Tax 22.70 (0.45)

No amount has been transferred to 'Reserves'; and no material change or commitment has occurred after he close of the Financial Year 2014-15 till the date of this Report, which affects the financial position of the Company.

OPERATIONS

The Company is categorized as B group NBFC "Non-Public Deposit Accepting Company by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. The Company is, however, constantly looking for suitable business opportunities to engage in and enhance its revenues.

The overall running of the Company's affairs/operations has been highly satisfactory (as evidenced by the financial results), resulting in higher revenues and profitability.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year 31.03.2015, stood at Rupees Nil.

AUDITORS REPORT

The obervations of the Auditors are self-explanatory; and therefore donot call for any further comment/s. Auditors have neither made any adverse remarks nor have reported any fraud under Section 143(12) of the Companies Act, 2013.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2015.

DIRECTORS

Mr. Tarun Vohra retires by rotation at the ensuing Twenty Fifth Annual General Meeting and, being eligible, offers himself for reappointment. The Directors recommend his re-appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company's affairs.

Mr. Sushil Kumar Vohra retires by rotation at the ensuing twenty Fifth Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company's affairs.

INDEPENDENT DIRECTORS

In accordance with the applicable provisions of the Companies Act, 2013, and the rules framed thereunder, a woman Director--Mrs. Saroj Bhandari--had been appointed by the Board of Directors of the Company as independent director on 28th March, 2015. She is to be appointed as an independent director for a period of five consecutive years at the ensuing Annual General Meeting. The Directors recommend her appointment.

AUDITORS

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s H.K. Dua & Co., Chartered Accountants, New Delhi, were appointed as statutory auditors of the Company for a period of five years at Twenty Fourth Annual General Meeting and their re-appointment to be ratified every year.

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

The Company is not being a manufacturing Company therefore conservation of energy & technology absorption is not applicable. The Company has neither earned nor expended any foreign exchange.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and theListing Agreement.

AUDIT COMMITTEE

An Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

SECRETARIAL AUDIT REPORT

Secretarial Audit Report for the financial yer ended 31st March, 2015, pursuant to Section 204(1) of the Companies Act, 2013 and the rules framed thereunder and obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEE

The annual listing fee for the year under review has been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2015-16.

DEMAT OF COMPANY'S EQUITY SHARES

In compliance with the Sebi's requirements and guidelines, the Company has appointed M/s Alankit Assignements Limited., 2-E/ 21, Jhandewalan Extension, New Delhi-110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

SHARE CAPITAL

During the year under report, there has been no change in the authorised, subscribed and paid-up share capital of the Company.

BOARD MEETING

There were seven (7) meettings of the Board of Directors held during the year.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form No. MGt-9 is attached as Annexure 'A'.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls consistent with the nature of business and size of operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on regular basis by the management as well as by the internal auditors appointed by the Company.

CORPORATE GOVERNANCE

The compliance of clause 49 of the Listing Agreement isnot mandatory/applicable; and therefore, the information required there under has not been incorporated in the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions in regard to Corporate Social Responsibility (CSR) are not applicable to the Company.

VIGIL MECHANISM FOR DIRECTORS/EMPLOYEES

This clause is not applicable to the Company.

POLICY AND REMUNERATION COMMITTEE-MANAGERIAL REMUNERATION

None of the Directors of the Company are being paid any remuneration; and therefore, no committee has been constituted for this purpose, nor any policy for remunerating the directors has been framed.

ANNUAL EVALUATION -- BOARD AND ITS COMMITTEE/S

The performance of the Board and of each committee has been evaluated by its members and found to be satisfactory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186......................... None

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form No. AOC-2 is attached as Annexure 'B'

RISK MANAGEMENT

The Company has appropriate risk management policy commensurate with the size of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company has no female employee nor does it have any public dealing; and therefore, there is no requirement to have in place anymehanism for prevention of sexual harassment.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irreggularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) being a listed company, 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.

f) 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.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/ or the associates.

By Order of the Board of Directors,

Place : New Delhi Dated : 11th August, 2015 Chairman

Registered Office :

32, Regal Building, Sansad Marg, New Delhi - 110 001


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rupees in Lacs) 2013-2014 2012-2013

Total Income 34.86 41.25

Expenditure (33.96) (66.45)

0.90 (25.20)

Non - Cash Charges 1.35 2.79

Profit/(Loss) Before Tax (0.45) (27.99)

Assets Discarded/Written Off - 27.80

Profit/(Loss) After Tax (0.45) (55.79)

OPERATIONS

The Company is catagorized as B group NBFC "Non-Public Deposit Accepting Company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions, however, continued to be adverse, thereby affecting the Company''s results and the valuations.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory; and therefore do not call for any further comments/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31 st March, 2014.

DIRECTOR

Shri Pankaj Vohra and retires by rotation at the ensuing Twenty Fourth Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re- appointment, which would enable the Company to obtain his continued valuable guidance in the conduct of the Company''s affairs.

INDEPENDENT DIRECTORS

In accordance with the Companies Act, 2013, Shri T.S. Sridharan and Shri Neeraj Kumar Goel are to be appointed as independent directors for a period of five consecutive years at the ensuing Annual General Meeting. The Directors recommend their appointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company''s affairs.

AUDITORS

In accordance with the Companies Act 2013, the statutory auditors of the Company, M/s H.K. Dua & Co., Chartered Accountants, New Delhi, are to be appointed as statutory auditors of the Company for a period of five years at the conclusion of the ensuing Annual General Meeting and their re-appointment to be ratified later, every year.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditor''s Certificate on Compliance of Corporate Governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance Certificate in terms of Section 383A of the Companies Act, 1956 obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fee for the year under review has been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2014-15.

DEMAT OF COMPANY''S EQUITY SHARES

In compliance with the Sebi''s requirements and guidelines, the Company has appointed M/s Alankit Assignements Limited., 2E/ 21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

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

3. That 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place: New Delhi Dated :30th August, 2014 Director

Registered Office: 32, Regal Building, Sansad Marg, New Delhi-110 001


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rupees in Lacs)

2012-2013 2011-2012

Total Income 41.25 (1.20)

Expenditure (66.45) (19.06)

(25.20) (20.26)

Non - Cash Charges 2.79 2.88

Profit/(Loss) Before Tax (27.99) (23.14)

Assets DiscardedAVritten Off 27.80 6.09

Profit/(Loss) After Tax (55.79) (29.23)



OPERATIONS

The Company is catagorized as B group NBFC "Non-Public Deposit Accepting Company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business; and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions, however continued to be adverse, thereby affecting the Company''s results and the valuations.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory; and therefore do not call for any further comment/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2013.

DIRECTORS

Shri Tarun Vohra and Shri N.K. Goel retire by rotation at the ensuing Twenty Third Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company''s affairs.

AUDITORS

The Company''s auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twenty Third Annual General Meeting and are eligible for reappointment.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956 The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel-Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditor''s Certificate on Compliance of Corporate Governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance Certificate in terms of Section 383A of the Companies Act, 1956 obtained from the practising company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2013-14.

DEMAT OF COMPANY''S EQUITY SHARES

In compliance with the Sebi''s requirements and guidelines, the Company has appointed M/s Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

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

3. That 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.



By Order of the Board of Directors,

Place: New Delhi

Dated :31st August, 2013 Director



Registered Office :

32, Regal Building,

Sansad Marg,

New Delhi-110 001


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

2011-2012 2010-2011

Total Income 1.20 129.94

Expenditure (19.06) 111.12

(20.26) 18.82

Non - Cash Charges 2.88 2.88

Profit/(Loss) Before Tax (23.14) 15.94

Debtors/Tax/Mat of earlier years 6.09 15.00

Profit/(Loss) After Tax (29.23) .94



OPERATIONS

The Company is catagorised as B group NBFC "non-public deposit accepting company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or leasing business. The Company continued to engage in its wealth/assets management business, and investments in shares & stocks, mutual funds, fixed deposits etc., and consultancy & advisory services. Market conditions continued to be adverse, thereby affecting the Company's results and the valuations. The Company is continuously looking for opportunities in profitable avenues, though in difficult competitive market scenario.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory, and therefore do not call for any further comment/s.

DIVIDEND

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2012.

DIRECTORS

Shri Sushil Kumar Vohra and ShriT.S. Sridharan retire by rotation at the ensuing Twenty Second Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Company's affairs.

AUDITORS

The Company's auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twenty Second Annual General Meeting and are eligible for re- appointment.

ADDITIONAL / STATUTORY INFORMATION

During the year no employee, whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Company's (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel- Chairman

2. Shri T.S. Sridharan

3. Shri Tarun Vohra

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report.. Auditor's certificate on compliance of corporate governance is also annexed with this report.

COMPLIANCE CERTIFICATE

Compliance certificate in terms of section 383A of the Companies Act, 1956 obtained from the practicing company secretary is annexed with this report. It does not call for any comments.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2012 -13.

DEMAT OF COMPANY'S EQUITY SHARES

In compliance with the Sebi's requirements and guidelines, the Company has appointed M/s Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demit of the equity shares of the Company and connectivity with them has been established.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

2 That the Directors have selected such accounting policies and have 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 financial year and of the Loss. of the Company for that period.

3. That 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place: New Delhi

Dated : 31st August, 2012 Director

Registered Office :

32, Regal Building,

Sansad Marg,

New Delhi-110 001


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

2009 - 2010 2008 - 2009

Total Income 62.17 (24.09)

Expenditure 24.13 12.44

38.04 (36.53)

Non - Cash Charges 2.88 127.81

Profit Before Tax 35.16 (164.34)

Tax of Earlier Year - 9.74

Profit After Tax 35.16 (174.09)

OPERATIONS

The Company is catagorised as B group NBFC "non-public deposit accepting company" by the Reserve Bank of India. During the year under report, the Company did not transact any hire purchase and/or lease business, and as of now, has no asset under lease and/or under hire purchase. During the year under review, the Company continued to earn fee-based income in its wealth management business viz. direct equity, mutual funds, real estate, risk management and other ancillary services and also pursued its activities in areas/fields of consultancy/advisory and investments & trading in shares, stocks, securities, mutual funds and other financial instruments.

DEPOSITS

The Company has not accepted any fixed deposits during the period under report; and the fixed deposits, as at the end of the year stood at Rupees Nil.

AUDITORS REPORT

The observations of the Auditors are self - explanatory, and therefore do not call for any further comments.

DIVIDEND

DEMAT OF COMPANYS EQUITY SHARES

Due to the past losses and with a view to conserve resources, the Board of Directors do not recommend declaration of any dividend for the year ended 31st March, 2010.

DIRECTORS

Shri Sushil Kumar Vohra and Shri Pankaj Vohra retire by rotation at the ensuing Twentieth Annual General Meeting and, being eligible, offer themselves for reappointment. The Directors recommend their reappointment, which would enable the Company to obtain their continued valuable guidance in the conduct of the Companys affairs.

AUDITORS

The Companys auditors, M/s H.K. Dua & Co., Chartered Accountants, retire at the conclusion of the ensuing Twentieth Annual General Meeting and are eligible for reappointment.

ADDITIONAL / STATUTORY INFORMATION

During the year nr: employee, whether employed for the whole year or part of tin. year, was drawing remuneration exceeding the limits as laid down under Section 217 of the Companies Act, 1956. The Companys (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 require the disclosure of particulars regarding Conservation of Energy in Form - A and Technology Absorption in Form - B prescribed by the Rules. The Company, not being a manufacturing Company, is advised that the requirements of Forms - A & B are not applicable to the Company.

AUDIT COMMITTEE

Pursuant to the changes made in the Companies (Amendment) Act, 2000, an Audit Committee had been constituted, consisting of the following directors of the Company:

1. Shri Neeraj Kumar Goel - Chairman

3. Shri T.S. Sridharan

4. Shri Tarun Vohra

CORPORATE GOVERNANCE

As requ.ied under Clause 49 of the Listing Agreement, a report on Corporate Governance is enclosed as annexure to this report. Auditors certiticate on compliance of corporate governance is aiso annexed with this report.

PAYMENT OF LISTING FEES

The annual listing fees for the year under review have been paid to The Bombay Stock Exchange Limited, Mumbai for the financial year 2010-1.1.

In compliance with the SEBIs requirements and guidelines, the Company has appointed M/s. Alankit Assignments Limited., 2 E/21, Jhandewalan Extension, New Delhi - 110055 as Registrar and Share Transfer Agent. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have been appointed for the purpose of demat of the equity shares of the Company and connectivity with them has been established.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

1. That in the preparation of annual accounts, the applicable accounting standards have been followed.

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

3. That 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.

4. That the Directors have prepared the annual accounts on a going-concern basis.

ACKNOWLEGEMENT

Your Directors wish to convey their grateful thanks and appreciation of the support, assistance and co-operation extended to the Company by the employees, the members and/or the associates.

By Order of the Board of Directors,

Place : New Delhi Dated : 31 st August, 2010 Director

Registered Office : 32, Regal Building, Sansad Marg, New Delhi- 110 001

 
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