Directors Report of International Data Management Ltd.

Jun 30, 2015

The Board of Directors of the Company presents herewith the Thirty Eighth Annual Report together with the Audited Accounts of the Company for die Accounting year ended 30th June, 2015 i.e. from April 1, 2014 to June 30, 2015.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)

Particulars Accounting Financial Year Year 2014-15 2013-14

Total Income 1.77 24.05

Total Expenses 15.33 24.74

Profit/(Loss} (13.56) (0.69)

Depreciation 0.07 0.11

Profit/ (Loss) Before (13.63) (0.80) finance Cost

Finance Cost 0.02 -

Profit/ (Loss) Before (13.65) (0-80) Tax

Profit/ (Loss) After (13.65) (0.80) Tax

Accumulated Losses (1,369.54) (1,355.90)

STATE OF COMPANY'S AFFAIRS

During the year under review loss of Rs. 13.65 Lacs has been reported by the company as against the loss of Rs. 0.80 Lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

In view of the losses incurred during the accounting year 2014-15, No amount was transferred to reserves.

DIVIDEND

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Animal Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 1].

MEETING OF THE BOARD

The Board met Seven times during the Accounting Year 2014-15, the details of which are given below:

29-May-2014 7-Aug-2014 1-Oct-2014 12-Nov-2014

13-Feb-2015 31-Mar-2015 14-May-2015

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of die Companies Act, 2013, Your Directors confirm that:

(i) In the preparation of the Annual Accounts for the financial year ended at 30th June, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) Appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the loss of the Company for the said period;

(iii) Proper and sufficient care has been taken for die 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 of fraud and odier irregularities;

(iv) In view of expected future business, the annual accounts for the accounting year ended on 30th June, 2015 have been prepared on a going concern basis;

(v) The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

(vi) Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (G) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement,

COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that: '

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 2].

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loans, given guarantees and investments made during the year attracting the provisions under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the accounting year under review, the company has not entered into any contract or arrangement with anv related party attracting the provisions of Section 188 of the Companies Act, 2013.

Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

During the year-under review, there was no material changes and commitments except the financial year of the Company was extended for a period of three months i.e. upto June 30, 2015, that affects the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statement relates and to the date of the report,

CORPORATE SOCIAL RESPONSIBILITY

The Company doesn't satisfy any criteria envisaged under the Companies Act, 2013 requiring it to comply with Section 135 and rules made thereunder.Therefore, the Company has neither constituted CSR Committee nor have any profits to spend towards social responsibility.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Change during the year:

The details about change in the directors or key managerial personnel by way of appointment, resignation or by change in designation are given below:

A. During the year, Mr. Neelesh Agarwal who was appointed as Director of the Company resigned from his office w.e.f. March 31, 2015.

B. Company has appointed Mr. P.S.Ravishankar and Mr. Suresh Chand Sharma as Independent Directors in terms of section 149 of the Companies Act,2013. Tire Board places before the members Directors w.e.f. 31st March, 2015 for a period of five years to comply with the provisions for approval of their appointment The Board has received declaration from all the Independent Directors that they meet the criteria of independence prescribed under Companies Act, 2013.

C. Ms. Rita Gupta has been appointed, as Women Director in'terms of Section 149 of the Companies Act, 2013, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

D. Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere appointed as Additional Director w.e.f 31st March, 2015, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

E. Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer of the Company w.e.f 31st March, 2015.

F. Mi-. Sashi Sekhar Mishra was appointed as Manager w.eiMarch 31, 2015. The Board do recommend to confirm his appointment in the ensuing Annual General Meeting.

II. Formal Annual Evaluation pursuant to provisions of the companies Act, 2013 the Board has earned out an evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit, nomination & Remuneration committees.

COMMITTEES OF BOARD

A. Audit Committee:

Our Audit Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met once since the date of its constitution on 14th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

B. Nomination and Remuneration Committee:

Our Nomination & Remuneration Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. PS Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Sharma Director

C. Stakeholder Relationship Committee

Our Stakeholder Relationship Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, the Committee is comprised of:

S. No. Name of Category Designation Director

1 Mr. Sashi Non-independent Chairman Sekhar Mishra Director

2 Mr. P S Independent Member Ravishankar Director

3 Mr. Suresh Independent Member Chand Director Sharma

D. Vigil Mechanism

The Board at its meeting held on March 31, 2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Companyto report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc.

The Vigil Mechanism Policy for Directors and employees is annexed to this report [Annexure 3].

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Auditors of die Company, M/s S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; who has been appointed till 40th AGM and who have confirmed their eligiblity and willingness, shall be ratified at the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 read with die Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold die office from the conclusion of ensuing Annual General Meeting until the conclusion of 40th Annual General Meeting of the Company.

The Auditors' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks,

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associates, Practicing Company Secretaries, to conduct the secretarial audit for the Accounting year 2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial Audit report is annexed herewith marked as Annexure 4 to this report. The SecretarialAudit Report does not contain any qualification, reservation or adverse remarks.

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

As there has been no business activities in the company during the year under review, the information required under Section 134 of the Companies Act,2013 read with die Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 is NILand hence not provided.

PARTICULARS OF EMPLOYEES

During the year under review, there are no employees in the Company. Therefore, Section 134of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 does not apply,

MANAGERIAL REMUNERATION

During die year under review, no managerial remuneration was paid.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during die year under review.

By order of the Board

For and on behalf of Board of Directors

Sunil Kumar Shrivastava

Director

DIN : 00259961

Address : 12, Aakrti Apparment, I.P. Extn, Patparganj, Delhi-110092

Sashi Sckhar Mishra

Director & Manager

DIN : 03072330

Address : H-126, KJlokari Jang Pura,

New Delhi-110019

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Mar 31, 2014

To the Members

The Board of Directors of the Company presents herewith the Thirty Seventh Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2014.

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs) Financial Year Particulars 2013 - 2014 2012 - 2013

Other Income 24.05 -

Profit/(Loss) (0.69) (4.56)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (0.80) (4.67)

Profit/(Loss) After Tax (l-l7) (4.67)

Accumulated Losses (1725.04) (1723.87)



Review of Operations

During the year under review loss of Rs.1.17 lacs has been reported by the company as against the loss of Rs. 4.67 lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

Dividend

In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies Act,

19S6 your Directors confirm that:

(i) in the preparation of the Annual Accounts for the financial year ended at 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistency and that tie judgments and estimates made 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 of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended at 31" March, 2014 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; retire at the ensuing Annual General Meeting have confirmed their eligibility and willingness to accept the office of Auditors if re- appointed. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants, as the auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of 40 Annual General Meeting of the Company,

The Auditors'' Report with notes to accounts are self- explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of me limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo.

As there has been no business activities in the company during the year under review, the information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 198B is nil and hence notprovided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : New Delhi Date :29th May 2014

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Mar 31, 2013

To the Members

The Board of Directors of the Company presents herewith the Thirty Sixth Annual Report together with the Audited Accounts of the Company for the Accounting year ended 31st March, 2013.

The highlights of the financial results of your Company are as follows:

(Rs.in Lacs)

Financial Year Particulars 2012 - 2013 2011 - 2012

Income

Profit /(Loss) (4.56) (4.80)

Depriciation 0.11 0.11

Profit /(Loss) Before Tax (4.67) (4.91)

Profit /(Loss) After Tax (4.67) (4.91)

Accumulated Losses (1723.87) (1719.20)

Review of Operations

During the year under review loss of `4.67 lacs has been reported by the company as against loss of ` 4.91 lacs for the previous year.

No business could be undertaken due to paucity of working capital .

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

As required under Section 217 (2AA) of the Companies

Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made 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, 2013 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2013 have been prepared on a going concern basis.

Auditors and Auditors'' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retiring at the forthcoming Annual General Meeting, have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors'' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required 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 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

By Order of the Board

For and on behalf of Board of Directors

Suresh Chand Sharma Neelesh Agarwal Director Director

Place : Noida

Date : 30th May 2013

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Mar 31, 2012

The Directors of your Company hereby present the 35th Annual Report of your Company together with the Audited Accounts for the Financial year ended at 31st March, 2012.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2011-2012 2010-2011

Income (Credit Balance written back) - 2.91

Profit/(Loss) (4.80) (5.64)

Depreciation 0.11 0.11

Profit/(Loss) Before Tax (4.91) (5.75)

Profit/(Loss) After Tax (4.91) (5.75)

Accumulated Losses (1719.20) (1714.29)

Review of Operations

During the year under review loss of Rs.4.91 lacs has been reported by the company as against loss of Rs. 5.74 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. P.S. Ravishankar, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

Directors' Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made 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 of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants; retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required 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 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P.S. Ravishankar Director Director

Place : Noida

Date : 30th May 2012

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Mar 31, 2011

To the Members

The Directors of your Company hereby present the 34 Annual Report of the Company together with the Audited Accounts for the Financial year ended 31st March, 2011.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs)

2010-2011 2009-2010

Gross Income 2.91 0

Operating Profit/(Loss) (5.64) (4.42)

Depriciation 0.11 0.13

Profit/(Loss) Before Tax (5.75) (4.55)

Profit/(Loss) After Tax (5.75) (4.55)

Profit/(Loss) Carried Over (1714.29) (1708.54)

Review of Operations

During die year under review loss of Rs. 5.75 lacs has been reported by die company as against loss of 4.55 lacs for the previous year.

No business could be undertaken due to paucity of working capital.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Neelesh Agarwal, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistendy and that the judgments and estimates made 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, 2011 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) in view of expected future business, the annual accounts for the financial year ended 31st March, have been prepared on a going concern basis.

Auditors and Auditors' Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re- appointed.

The Auditors' Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required 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 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government audiorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company.

For and on behalf of Board of Directors

Neelesh Agarwal P. S. Ravishankar Director Director

Place : Noida Date : 26th May 2011

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Mar 31, 2010

The Directors of your Company hereby present the 33rd Annual Report of the Company together with the Audited Accounts for the Financial year ended 31 st March, 2010.

Financial Results

The highlights of the financial results are as under : -

(Rs. in Lacs) 2009 - 10 2008 - 09 Gross Income 0 0

Operating Profit/(Loss) (4.42) (5.67)

Depreciation 0.13 0.14

Profit/(Loss) Before Tax (4.55) (5.81)

Fringe Benefits Tax 0 0.13

Profit/(Loss) after Tax (4.55) (5.94)

Profit/ (Loss) Carried Over (1708.54) (1703.99)

Review of Operations

The Income of the Company during the year was nil as against the same lor the previous year.

No business could be undertaken during the year under review.

Dividend

In view of loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Suresh Chand Sharma, Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Directors Responsibility Statement

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

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made 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, 2010 and of the loss of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) in view of expected future business, the annual accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

Auditors and Auditors Report

The Auditors of the Company, M/s. S. D. Chopra & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if re appointed.

The Auditors Report with notes to accounts are self explanatory and, therefore, do not call for further comments.

Particulars of Employees

During the year under review, none of the employees of the Company is drawing salary in excess of the limits prescribed by Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Kmployees) Rules, 1975.

Public Deposits

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

Conservation of Energy, Technology Absorp- tion And Foreign Exchange Earnings and Outgo

As there has been no business activities in the company during the year under review, the information required 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 is nil and hence not provided.

Acknowledgment

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders lor their co-operation and unstinted support extended to the Company.

For and on behalf of the Board of Directors

Neelesh Agarwal P. S. Ravishankar

Director Director

Place : Noida

Date : 24th May, 2010