Directors Report of Inter State Oil Carrier Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) (Rs. in Lacs)

PARTICULARS 2014-2015 2013-2014

Total Income 1896.56 1690.45

Turnover 1851.84 1602.72

Profit Before Interest & Tax 145.50 87.44

Profit before Tax 99.47 31.78

Less: Provision for Taxation:-

Current year Tax Nil Nil

Deferred Tax 58.89 (10.53)

Profit after Tax 30.20 60.87

Less: Transfer to Statutory Reserve Fund Nil Nil

Amount available for Appropriation 30.20 60.87

Surplus B/f from the previous year 590.42 541.73

Balance Carried Forward 616.18 590.42

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 787.40 755.61

Net worth 1286.63 1254.84

Fixed Assets 583.39 607.20

Book Value per Share (Rs.) 25.77 25.14

EPS 61 1.22

DIVIDEND

Your directors do not recommend for payment of dividend in respect of the financial year ended 31st March, 2015.

OPERATING RESULTS

The Total income for the year ended 31 March, 2015 has been Rs. 1896.56 lacs as against Rs. 1690.45 lacs in the previous year, showing increase of Rs. 206.11 lacs. Profit after taxation is Rs. 30.20 lacs as against of Rs. 60.87 lacs in the previous year.

FUTURE PROSPECTS

Unless the economy picks up, the transport sector will continue to face hassles.

CAPITAL EXPENDITURE

As at 31st March, 2015 the gross fixed assets stood at Rs. 1266.78 lacs and the net fixed assets at Rs. 583.39 lacs.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares with differential voting rights nor any sweet equity shares or any shares under employees stock option.

PUBLIC DEPOSITS

During the year under review, your Company did not accept/ renew any deposits covered under Chapter V of the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest is outstanding as on the date of balance sheet.

LISTING INFORMATION

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd (BSE).

The using fee for the year 2015-16 has been paid to Bombay Stock Exchange Ltd (BSE).

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 forms part of the Board's report, is attached at Annexure -1.

DIRECTORS'

During the year under review, your Board inducted Mrs. Pooja Sarda as additional Director of the Company. In teams Section 161 of the Companies Act, 2013, she shall hold office up to the date of the forthcoming Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member, proposing the appointment of Mrs. Pooja Sarda, as Director of the Company. There is also a resolution in the forth coming Annual General Meeting, for appointment of Mrs. Pooja Sarda as Independent Director of the Company. Pursuant to Section 152 of the Companies Act, 2013, Mr. Sanjay Jain, Managing Director, retires by rotation of the forth coming Annual General Meeting and being eligible has offers himself for reappointment. Your Board has recommended his reappointment.

KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules made there under, the following existing officials of the company were designated/classified as Whole Time Key Managerial Personnel of the Company ;

i. The Managing Director Mr. Sanjay Jain, as Whole Time Key Managerial-Personnel.

ii. The Company Secretary Mr. Asish Narayan as Whole Time Key Managerial Personnel.

During the year under review, Mr. Malay Das was appointed as Chief Financial Officer (CFO) and designated as Whole Time Key Managerial Personnel.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confirm that:

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

(b) The directors have selected such accounting polices 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 financial year and of the loss of the Company for the period;

(c) The directors have 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;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors of the Company during the year 2014-15 on 11th April, 2014, 29th May, 2014, 11th August, 2014, 14th November, 2014, 13th February, 2015 and 31st March, 2015.

INDEPENDENT DIRECTORS' DECLARATION

The Independent Directors of the Company, viz, Mr. Bhag Chand Jain, Shankar Lai Khandelwal and Lalit Kumar Jain, have filed their declaration with the Company affirming that they continue to meet the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as and "Independent Director''.

Mrs. Pooja Sarda has also informed the Company in writing that she also meets the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as Independent Director and that her appointment as independent Director will not violet Section 149(6) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, and made there under M/s. Rantu Das & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure-ll.

Management decided to comply according to the observation made by Secretarial Auditor in their Secretarial Audit Report, 2015.

RE-APPOINTMENT OF SECRETARIAL AUDITOR

The Board has the re-appointment of M/s. Rantu Das & Associates, Practicing Company Secretary as Secretarial Auditor for financial year 2015-16 on such remuneration as decided by the Board of Directors.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/S Patni & Co., (Firm Regn No. 320304E), Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/S Patni & Co., (Firm Regn No. 320304E), Chartered Accountants as statutory auditors for financial year 2015-16 on such remuneration as decided by the Board of Directors.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

STATUTORY AUDITORS' REPORT

The Auditor's Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5,00,000/- per month or Rs. 60, 00,000/- per year. Hence, no requisite details are furnished.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the "Sexual Harassment Of Woman At Workplace (Prevention, Prohibition And Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment.

Ail employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-2015:

No. of Complaints received : NIL

No. of Complaints disposed off : NIL

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company being a Transport company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013.

There is no earning or outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board Poddar Point. South Wing For Inter State Oil Carrier Limited 5th Floor. 113, Park Street Kolkata - 700 016 Dated : 29 th May, 2015 Shanti Lai Jain (Chairman)

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Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs) (Rs.in Lacs)

PARTICULARS 2013-2014 2012-2013

Total Income 1690.45 1627.24

Turnover 1602.72 1525.21

Profit Before Interest & Tax 87.44 17.19

Profit before Tax 31.78 (71.57)

Less: Provision for Taxation:-

Current year Tax Nil Nil

Deferred Tax (10.53) (21.76)

Income Tax Adjusted of earlier year Nil Nil

Profit after Tax 60.87 (49.81)

Less: Transfer to Statutory Reserve Fund Nil Nil

Amount available for Appropriation 60.87 (49.81)

Surplus B/f from the previous year 541.73 591.54

Balance Carrier Forward 590.42 541.73

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 755.61 694.74

Net worth 1254.84 1193.97

Fixed Assets 607.20 813.56

Book Value per Share (Rs.) 25.14 23.92

EPS 1.22 (1.00)

DIVIDEND

Your directors do not recommend payment of dividend in respect of the year ended 31st March, 2014.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2014 has been Rs. 1690.45 lacs as against Rs. 1627.24 lacs in the previous year, showing increase of Rs. 63.21 Lacs. Profit after Taxation is Rs. 60.87 lacs as against loss of Rs. (49.81) lacs in the previous year.

FUTURE PROSPECTS

It is expected that the economy will pick up steam in the current year and GDP growth will be around 5.7%. This will substantionaly boost the operation of transport sector including that of your company.

PUBLIC DEPOSITS

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

CAPITAL EXPENDITURE

As at 31st March, 2014 the gross fixed assets stood at Rs. 1292.56 lacs and the net fixed assets at Rs. 607.20 lacs. DIRECTORS

It is proposed to nominate Mr. Bhag Chand Jain (DIN. 00014717), Mr. Shankar Lal Khandelwal (DIN. 00033813) and Mr. Lalit Kumar Jain (DIN. 03577602) as independent directors, for a period of 5 (five) years with effect from 1st April, 2014.

The Company has received, notice in writing, pursuant to Section 160 of the Companies Act, 2013, from three members proposing the candidature of Mr. Bhag Chand Jain, Mr. Shankar Lal Khandelwal and Lalit Kumar Jain respectively.

The Company has received declaration from all the above directors that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' confirm that :-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-''A'' and Annexure-''B'' respectively.

AUDITORS

M/s Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The Auditor''s Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5,00,000/- per month or Rs. 60, 00,000/- per year. Hence, no requisite details are furnished.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company being a Transport company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013.

There is no earning or outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board Poddar Point. South Wing For Inter State Oil Carrier Limited 5th Floor. 113, Park Street Kolkata - 700 016 Dated : 29 th May, 2014 Shanti Lal Jain (Chairman)

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Mar 31, 2011

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs)

PARTICULARS 2010-2011 2009-2010

Total Income 1826.29 1500.28

Turnover 1691.57 1385.56

Profit Before Interest & Tax 145.60 123.31

Profit before Tax 84.46 94.70

Less: Provision for Taxation:-

Current year Tax 15.75 14.00

Deferred Tax 2.10 1.57

Income Tax Adjusted of earlier year 0.50 (0.33)

Profit after Tax 66.11 79.46

Less: Transfer to Statutory Reserve Fund 13.22 15.89

Amount available for Appropriation 52.89 63.57

Surplus B/f from the previous year 533.54 469.97

Balance Carrier Forward 586.43 533.54

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 738.16 672.05

Networth 1237.39 1171.28

Fixed Assets 774.12 745.85

Book Value per Share (Rs.) 24.78 23.46

EPS 1.32 1.59

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2011.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2011 has been Rs. 1826.29 lacs as against Rs. 1500.28 lacs in the previous year. Profit after taxation is Rs. 66.11 lacs as against Rs. 79.46 lacs in the previous year, showing increasing of in total income 22% but decreasing in profit due to under utilization of operating assets of equipment/ machine segment. The under utilization has been due to adverse market condition.

FUTURE PROSPECTS

The transport sector's fortune is fully intertwined with the economy of the country. The Indian economy is resilient but not immune from the happenings in the world economy. The growing at a compounded rate of 20%. Your directors are optimistic that the above growth rate will positively impact your Company also.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public, during the year under review.

CAPITAL EXPENDITURE

As at 31st March, 2011 the gross fixed assets stood at Rs. 1691.57 lacs and the net fixed assets at Rs. 774.12 lacs. Addition during the year amounted to Rs. 316.65 lacs.

DIRECTORS

Shri Shankar Lal Khandelwal and Shri Shanti Lal Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment. Shri Neeraj Jain reigned from the Board w.e.f. 30th July 2011. Mr. Lalit Kumar Jain joined the Board as additional Director w.e.f. 1st August, 2011. As per Section 260 of the companies Act, 1956, he would hold office of Additional Director, til the conclusion of the forth coming Annual General Meeting. The company has, however, received a letter from a Member of the company, under section 257 of the companies Act, 1956, to the effect that, he would proposed the name of Mr. Lalit Kumar Jain for Directorship in the company in the forth coming Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state:-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-A.

AUDITORS

M/S Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs. 500000 per month or Rs. 60, 00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 217 (1) (e) of the Companies Act, 1956.

There is no earning or outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks. Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

By Order of the Board

For Inter State Oil Carrier Limited

Shanti Lal Jain

(Chairman)

Registered Office

Poddar Point, South Wing,

5th Floor. 113, Park Street

Kolkata-700016

Dated: 24th August, 2011

---

Mar 31, 2010

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

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs) PARTICULARS 2009-2010 2008-2009

Total Income 1500.28 1293.43

Turnover 1385.56 1266.38

Profit Before Interest & Tax 123.31 54.74

Profit before Tax 94.70 38.10

Less: Provision for Taxation:-

Current year Tax 14.00 12.45

Deferred Tax 1.57 (22.68)

FBT 0.00 0.69

Income Tax Adjusted of earlier year (0.33) -

Profit after Tax 79.46 47.64

Less: Transfer to Statutory Reserve Fund 15.89 9.54

Amount available for Appropriation 63.57 38.10

Surplus B/f from the previous year 469.97 431.87 Balance Carrier Forward 533.54 469.97

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 672.05 592.59

Networth 1171.28 1091.82

Fixed Assets 745.85 532.05

Book Value per Share (Rs.) 23.46 21.87

EPS 1.59 0.95

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2010.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2010 has been Rs. 1500.28 lacs as against Rs. 1293.43 lacs in the previous year. Profit after taxation is Rs. 79.46 lacs as against Rs. 47.67 lacs in the previous year, showing increasing of 60%.

FUTURE PROSPECTS

If the Indian economy is revived early, the transport sector will definitely perform well. Your company will also be benefited to a large extent. The transport sector is growing at a compounded rate of 20%. Your directors are optimistic that the above growth rate will positively impact your Company also.

PUBLIC DEPOSITS

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

CAPITAL EXPENDITURE

As at 31st March, 2010 the gross fixed assets stood at Rs. 1385.98 lacs and the net fixed assets at Rs. 745.85 lacs. Addition during the year amounted to Rs. 395.86 lacs.

DIRECTORS

Shri Bhag Chand Jain and Shri Rikhab Chand Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state:-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-A.

AUDITORS

M/S Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs. 200000 per month or Rs. 24, 00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 217 (1) (e) of the Companies Act, 1956.

There is no earning or outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks. Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

By Order of the Board For Inter State Oil Carrier Limited

Shanti Lal Jain (Chairman)

Registered Office

Poddar Point, South Wing 5th Floor. 113, Park Street Kolkata-700016

Dated: 16th August, 2010

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Mar 31, 2009

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs)

Particulars 2008-2009 2007-2008

Turnover 1266.38 1084.32

Total Income 1293.43 1208.83

Profit Before Interest & Tax 45.55 171.06

Profit on Sale of Investment 4.21 122.96

Profit before Tax 38.10 165.10

Less: Provision for Taxation :-

Current Year Tax 12.45 26.50

Deferred Tax (22.68) 11.86

FBT 0.69 0.64

Income Tax Adjusted of earlier year -- 0.48

Profit after Tax 47.64 126.58

Less: Transfer to Statutory Reserve Fund 9.54 25.32

Amount available for Appropriation 38.10 101.26

Surplus B/f from the Previous year 431.87 330.61

Balance Carried Forward 469.97 431.87

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 592.59 544.95

Networth 1091.82 1044.18

Fixed Assets 532.05 523.67

Book Value per Share (Rs.) 21.87 20.91

EPS 0.95 2.54

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2009.

OPERATING RESULTS

The total income for the year ended 31 March, 2009 has been Rs. 1293.43 lacs as against Rs. 1208.83 lacs in the previous year. Profit after taxation is Rs. 47.64 lacs as against Rs. 126.58 lacs in the previous year. The decline has been mainly due to under utilization of operating assets of Equipment / Machine Segment. The under utilization has been due to adverse market condition. Cash flow during the year under review was also adversely affected because of sluggish economic condition.

FUTURE PROSPECTS

If the Indian economy is revived early, the transport sector will definitely perform well. Your company will also be benefited to a large extent.

PUBUC DEPOSITS

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

CAPITAL EXPENDITURE

As at 31st March 2009 the gross fixed assets stood at Rs. 1102.67 lacs and the net fixed assets at Rs. 532.05 lacs. Addition during the year amounted to Rs. 157.68 lacs.

DIRECTORS

Shri Shankar Lai Khandelwal and Shri Shanti Lai Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state : -

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure - A.

AUDITORS

M/S. Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualifications.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration executing Rs. 200000 per month or Rs. 24,00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particuars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to section 217(1)(e) of the Companies Act, 1956.

There is no earning or outgo of Foreign Exchange during the year under review.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co-operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board

Poddar Point. South Wing For Inter State Oil Carrier Limited

5th Floor. 113, Park Street Kolkata-700 016

Dated : 19th August,2009 Shanti Lai Jain

(Chairman)