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Directors Report of Kama Holdings Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their fifteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. Crores)

2014-15 2013-14

Dividend and Other Income 30.15 30.21

Profit Before Interest, Depreciation & Tax (PBIDT) 29.65 29.75

Less: Interest & Finance Charges - -

Profit before Depreciation and Tax (PBDT) 29.65 29.75

Less: Depreciation - -

Profit before Tax (PBT) 29.65 29.75

Less: Provision For Taxes

(including provision for deferred tax) 0.07 0.27

Net Profit after Tax (PAT) 29.58 29.48

Add: Profit brought forward from previous year 179.69 158.43

Profit available for appropriation 209.27 187.91

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 9.68 4.19

Corporate tax on dividend - -

Amount transferred to General Reserve - 3.00

Profit carried to Balance Sheet 198.56 179.69

Total Appropriation 209.27 187.91

DIVIDEND

During the year, your Company has paid interim dividend of Rs. 15 per share amounting to Rs. 9.68 Crores. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) decreased by 0.34% to Rs 29.65 crores during 2014-15 from Rs 29.75 crores during 2013-14 mainly due to decrease in dividend and interest income. Profit after Tax increased by 0.34% to Rs. 29.58 crores during 2014-15 from Rs 29.48 crores during 2013-14.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A report on the performance and financial position of the subsidiaries is provided as Annexure I to this Report. The names of the Companies which became or ceased to be subsidiaries are given in the said Annexure. The Company has no associate company or a joint venture. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://kamaholdings.com/Inv/ Policy_MaterialSubsidaryCompanies.pdf

DIRECTORS

Mr. Kartik Bharat Ram is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

In compliance with the requirements of the Companies Act, 2013 and Listing Agreement pertaining to appointment of a woman director, Ms. Vasvi Bharat Ram was appointed as an additional Director on 29 January 2015. A notice has been received from a shareholder proposing to appoint her as a regular director liable to retire by rotation , as her co-option as additional director would come do an end at the date of the ensuing general meeting. The directors recommend her appointment.

Mr. Kartik Bharat Ram, Chairman is a relative of Ms. Vasvi Bharat Ram.

Brief resume of the Directors who are proposed to be appointed/re- appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Mr. Ashish Bharat Ram resigned from the directorship with effect from 29 January, 2015.

Mr. Rajat Lakhanpal, Whole Time Director & Company Secretary was also appointed as Chief Financial Officer of the Company on 29 January, 2015. During the year under review, the members approved the appointments of Mr. Amitav Virmani, Mr. Mukul Khandelwal and Mr. Dhirendra Datta as Independent Directors who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the requirements of the Act and the Listing Agreement, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure II. In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Director, Non- Independent non-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Agreement, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Agreement and the number of committee meetings held during the year.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://kamaholdings.com/Inv FAMILIARIZATION_INDEPENDENT_DIRECTORS.pdf.

MEETINGS OF THE BOARD

During the year 2014-15, four meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 29 of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed:

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 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 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 irregularities;

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

(e) 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; and

(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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms' length basis and in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions.

Your Directors draw attention of the members to Note 5 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 6 to the standalone financial statement).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made thereunder.

RISK MANAGEMENT

The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011.

Investment business is always prone to various risks i.e. risk of capital market fluctuations, global developments, competition risk, interest rate volatility, economic cycles and political risks which can affect the fortunes of investment companies in both ways.

To manage these risks the Company is following a sound and prudent risk management policy. The aim of the policy is to minimize risk and maximize the returns

In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

LISTING OF EQUITY SHARES

KAMA's equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as Annexure III.

In compliance with the requirements of Clause 49(V), a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board.

All Board members affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole Time Director, Chief Financial Officer and Company Secretary is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.kamaholdings.com).

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (Chairman of the Committee), Mr. Mukul Khandelwal and Mr. Dhirendra Datta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

ACCOUNTS AND AUDIT

As per the requirements of the Companies Act, 2013, the Statutory Auditors M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants were appointed to hold office until the conclusion of 17th annual general meeting. Their appointment as per the provisions of the Companies Act, 2013 was subject to ratification by the members at every annual general meeting. They have submitted their certificate to the effect that they fulfill the requirements of Section 141 of the Companies Act, 2013. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

VIGIL MECHANISM

In compliance of provisions of the Companies Act, 2013 and Listing Agreement, the company has established a vigil mechanism for directors, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct.

The Vigil mechanism of the Company consists of Code of Conduct for Employees, Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company's website at the link http:/ /kamaholdings.com/InvCodesPolicies.aspx

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

SECRETARIAL AUDITOR

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1st April, 2009. As on 31st March, 2015 all fixed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2015, deposits (including interest) amounting to Rs. 1.90 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - V.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Whole-time Director, Chief Financial Officer and Company Secretary has not received any remuneration or commission from any of the Company's subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors Kartik Bharat Ram Chairman (DIN 00008557)

Place: New Delhi Date: May 30, 2015


Mar 31, 2014

The Directors are pleased to present their fourteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. Crores)

2013-14 2012-13

Dividend and Other Income 30.21 33.39

Proft Before Interest, Depreciation & Tax (PBIDT) 29.75 32.98

Less: Interest & Finance Charges

Proft before Depreciation and Tax (PBDT) 29.75 32.98

Less: Depreciation

Proft before Tax (PBT) 29.75 32.98

Less: Provision For Taxes (including provision 0.27 1.03 for deferred tax)

Net Proft after Tax (PAT) 29.48 31.95

Add: Proft brought forward from previous year 158.43 128.16

Proft available for appropriation 187.91 160.11

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 4.19 0.65

Corporate tax on dividend

Amount transferred to General Reserve 3.00

Proft carried to Balance Sheet 179.69 158.43

Total Appropriation 187.91 160.11

DIVIDEND

During the year, your Company has paid two interim dividends of Rs. 1.50 per share and Rs. 5 per share amounting to Rs. 4.19 Crores. No fnal dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non- cumulative Redeemable Preference Shares.

An amount of Rs. 3 Crores has been transferred to General Reserves at the time of declaration of interim dividends.

OPERATIONS REVIEW

Proft before Interest, Depreciation & Tax (PBIDT) decreased by 9.79% to Rs 29.75 crores from Rs 32.98 crores mainly due to decrease in dividend income. Proft after Tax decreased by 7.73% to Rs. 29.48 crores from Rs 31.95 crores.

SUBSIDIARY COMPANIES KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net proft of Rs. 4.35 crores mainly due to rental and interest income.

Shri Educare Limited

This company is engaged in the feld of education including providing management consultancy to other educational institutions. It had made a proft after tax of Rs. 0.60 crores.

KHL Investments Limited

KHL Investments Limited was incorporated during the year to undertake the business of a non-banking fnancial company. It has not started any operations. An application has been made with Registrar of Companies for getting the name of this company struck off from the Register of Companies.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MVR 1.83 lacs (Rs. 6.28 lacs) mainly on account of personnel and administrative expenses.

SRF Limited

Operational performance of SRF Limited and its subsidiaries is given in note no. 14 of the notes forming part of the consolidated fnancial statements for the fnancial year ended 31st March, 2014.

SRF Transnational Holdings Limited

During 2014-15, SRF Transnational Holdings Limited has become a wholly owned subsidiary of your Company. SRF Transnational Holdings Ltd. is a registered NBFC engaged in the business of investment company.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the corporate offce of the Company and at the respective corporate offces/ registered offces of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Your Directors are seeking appointment of Mr. Amitav Virmani, Mr. Mukul Khandelwal and Mr. Dhirendra Datta as independent Directors under Companies Act, 2013 for a term upto 31 March, 2019.

Mr. Kartik Bharat Ram is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

Brief resume of the Directors who are proposed to be appointed/re- appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confrmed:

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

(ii) that the Directors have 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 fnancial year and of the proft or loss of the Company for the period under review;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.14 on a ''going concern'' basis.

LISTING OF SHARES

Your Company''s equity shares are listed at BSE Limited.

CORPORATE GOVERNANCE

Certifcate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certifcate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affrmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

As per the requirements of the Companies Act, 2013, the auditors, M/s Thakur Vaidyanath Aiyar & Co., Chartered Accountants retire at the conclusion of the 14th Annual General Meeting. M/s Thakur Vaidyanath Aiyar & Co being eligible, offer themselves for re- appointment and are proposed to be reappointed from the conclusion of the forthcoming annual general meeting till the conclusion of the 17th annual general meeting. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fxed deposits w.e.f. 1st April, 2009. As on 31st March, 2014 all fxed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2014, deposits (including interest) amounting to Rs. 5.70 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: New Delhi Kartik Bharat Ram

Date: May 27, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present their thirteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. Crores)

2012-13 2011-12

Dividend and Other Income 33.39 40.28

Profit Before Interest, Depreciation & Tax (PBIDT) 32.98 39.82

Less: Interest & Finance Charges - 1.49

Profit before Depreciation and Tax (PBDT) 32.98 38.33

Less: Depreciation - -

Profit before Tax (PBT) 32.98 38.33

Less: Provision For Taxes (including provision for deferred tax) 1.03 (0.12)

Net Profit after Tax (PAT) 31.95 38.45

Add: Profit brought forward from previous years 128.16 90.91

Profit available for appropriation 160.11 129.36

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 0.65 -

Corporate tax on dividend - 0.17

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 158.43 128.16

Total Appropriation 160.11 129.36

DIVIDEND

During the year, your Company has paid an interim dividend of Rs. 1 per share amounting to Rs. 0.65 crores. No final dividend is recommended on Equity Shares.

Your Directors recommend payment of dividend on 8% Non- cumulative Redeemable Preference Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) decreased by 13.96% to Rs 32.98 crores from Rs 38.33 crores mainly due to decrease in dividend income. Profit after Tax (PAT) decreased by 16.90% to Rs 31.95 crores from Rs 38.45 crores.

SUBSIDIARY COMPANIES KAMA

Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net profit of Rs. 2.92 Crores mainly due to rental and interest income.

Shri Educare Limited

During the year your Company has invested a sum of Rs. 1.75 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education including management consultancy to other educational institutions. It had incurred a loss of Rs. 1.14 crores mainly on account of personnel and administrative expenses.

KHL Investments Limited

KHL Investments Limited was incorporated during the year to undertake the business of a non-banking financial company. It has not started any operations.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited incurred a loss of MRF 3.09 lacs (Rs. 10.84 lacs appx.) mainly on account of personnel and administrative expenses.

SRF Limited

During 2012-13, SRF Limited has become a subsidiary of your Company. Consequently its subsidiaries had also become the subsidiaries of your Company. Their operational performance is given in note no. 15 of the notes forming part of the consolidated financial statements for the financial year ended 31st March, 2013.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the corporate office/registered office of the Company and at the respective corporate offices/ registered offices of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Mr. Ashish Bharat Ram and Mr. Amitav Virmani, Directors retire by rotation and being eligible, offer themselves for re-appointment. Mr Rajat Lakhanpal, Whole Time Director & Company Secretary is proposed to be reappointed in the same capacity for a further period of five years from 1st April, 2013 to 31st March, 2018.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) that the Directors have 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 of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.13 on a ''going concern'' basis.

The Company is controlled by Arun Bharat Ram Group ("Promoter Group") being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Vasvi Bharat Ram; f)Mrs. Radhika Bharat Ram; g) SRF Ltd; h) SRF Transnational Holdings Ltd; i) Skylark Investments & Trading Pvt. Ltd.; j) Karm Farms Pvt. Ltd.; k) Srishti Westend Greens Farms Pvt. Ltd.; and l) Karmav Holdings Private Limited.

LISTING OF SHARES

Your Company''s equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 13th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. As on March 31, 2013 all fixed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2013, deposits (including interest) amounting to Rs. 7.35 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: New Delhi Kartikeya Bharat Ram

Date: May 30, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their twelfth Annual Report on the business and operations of the Company and the statement of accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. Crores) 2011-12 2010-11

Dividend and Other Income 40.28 59.89

Profit Before Interest, Depreciation & Tax (EBIDT) 39.82 59.39

Less: Interest & Finance Charges 1.49 4.25

Profit before Depreciation and Tax (PBDT) 38.33 55.14

Less: Depreciation - -

Profit before Tax (PBT) 38.33 55.14

Less: Provision For Taxes (0.12) 0.01 (including provision for deferred tax)

Net Profit after Tax (PAT) 38.45 55 13

Add: Profit brought forward from previous year 90.91 36.98

Profit available for appropriation 129.36 92.11 Appropriations

Dividend on Preference Shares 1.03 1.03

Dividend on Equity shares - -

Corporate tax on dividend 0.17 0.17

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 128.16 90.91

Total Appropriation 129.36 92.11

DIVIDEND

Your Directors recommended payment of dividend on 8% Non- cumulative Redeemable Preference Shares. No dividend is recommended on Equity Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit Before Interest, Depreciation & Tax (EBIDT) decreased by 32.95% to Rs 39.82 crores from Rs 59.39 crores mainly due to decrease in dividend income. Profit before tax decreased by 30.49% to Rs 38.33 crores from Rs 55.14 crores. Profit after Tax decreased by 30.26% to Rs 38.45 crores from Rs 55.13 crores.

SUBSIDIARY COMPANIES KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net profit of Rs. 3.34 Crores mainly due to rental and interest income.

Shri Educare Limited

During the year your Company has invested a sum of Rs. 3.20 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education. It had made a loss of Rs. 3.95 crores mainly on account of personnel and administrative expenses.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.25 crores (Rs. 0.85 crores appx.) mainly on account of personnel and administrative expenses.

During the year, Shri Educare Limited had made an investment (including application money) of MRF 0.59 crores (Rs. 2 crores appx.) in the equity shares of Shri Educare Maldives Private Limited.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the Corporate Office of the Company and at the respective registered offices of the subsidiaries between 11 A M. to 1 P.M. on all working days.

DIRECTORS

Mr. Kartikeya Bharat Ram and Mr. Mukul Khandelwal, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Directors' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.12 on a "going concern "basis.

The Company is controlled by Arun Bharat Ram Group ("Promoter Group") being a group as defined under the erstwile Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f)Mrs. Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; h) SRF Ltd; i)SRF Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.; k) Karm Farms Pvt. Ltd.; I) Srishti Westend Greens Farms Pvt. Ltd.; and m) Karmav Holdings Private Limited.

LISTING OF SHARES

Your Company's equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 12th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fixed deposits w.e.f. April 1, 2009. As on March 31, 2012 all fixed deposits had matured and are being repaid as and when claimed by the depositors.

Deposits (including interest) amounting to Rs. 0.10 crores due for repayment on or before March 31, 2012 remained unclaimed by depositors. There has been no default in repayment of fixed deposits during the year.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: Gurgaon Kartikeya Bharat Ram

Date: May 30, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors are pleased to present their eleventh Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. Crores)

2010-11 2009-10

Dividend and Other Income 59.89 13.20

Profit Before Interest, and 59.39 12.91

Depreciation & Tax (EBIDT) Less: Interest & Finance Charges 4.25 2.91

Profit before Depreciation and Tax (PBDT) 55.14 10.00

Less: Depreciation - -

Profit before Tax (PBT) 55.14 10.00

Less: Provision For Taxes 0.01 0.26 (including provision for deferred tax)

Net Profit after Tax (PAT) 55.13 9.74

Add: Profit brought forward 36.98 27.25 from previous year



SCHEME OF ARRANGEMENT Pursuant to the Scheme of Arrangement approved by the Hon’ble Delhi High Court vide its order dated 24th February, 2011(here in after referred to as “the Scheme of Arrangement”), the investment divisions of SRF Polymers Investments Limited, a wholly-owned subsidiary, Narmada Farms Private Limited and Bhairav Farms Private Limited were merged with the company with effect from 1.4.2010. The accounts have been prepared after taking into consideration the effect of the Scheme of Arrangement.

Pursuant to the aforesaid Scheme:

a. 48,38,249 fully paid equity shares of Rs. 10 each held by Narmada Farms Private Limited and Bhairav Farms Private Limited in your Company were cancelled and simultaneously equal number of equity shares of Rs. 10 each fully paid up had been issued to the shareholders of these companies. These shares have been listed on the Bombay Stock Exchange Ltd.

b. 1,29,19,412, 8% Non-cumulative Redeemable Preference Shares of Rs. 10 each fully paid up were issued to the shareholders of Narmada Farms Private Limited and Bhairav Farms Private Limited on the terms and conditions as contained in the Scheme of Arrangement. You are requested to kindly refer to the notes to accounts for further details.

DIVIDEND

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares. No dividend is recommended on Equity Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit Before Interest, Depreciation & Tax (EBIDT) increased by 360% to Rs 59.39 crores from Rs 12.91 crores. Profit before tax increased by 451% to Rs 55.14 crores from Rs 10 crores. Profit after Tax increased by 466% to Rs 55.13 crores from Rs 9.74 crores. This was due to amalgamation of investment divisions of SRF Polymers Investments Limited, Narmada Farms Private Limited and Bhairav Farms Private Limited into the Company with effect from 1st April 2010 in accordance with the Scheme of Arrangement due to which the income of these investment divisions has been merged with the income of your Company.

SUBSIDIARY COMPANIES

KAMA Realty (Delhi) Limited Pursuant to the Scheme of Arrangement, the real estate division of SRF Polymers Investments Ltd. was transferred and vested in KAMA Realty (Delhi) Ltd., a wholly-owned subsidiary of the Company, with effect from 1.4.2010. It made a net profit of Rs. 2.45 Crores mainly due to rental income.

During the year, KAMA Realty (Delhi) Ltd. had issued 10,020 fully paid equity shares of Rs. 10 each to your Company pursuant to the Scheme of Arrangement

Shri Educare Limited During the year your Company has invested a sum of Rs. 2.50 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education. It had made a loss of Rs. 1.76 crores mainly on account of personnel and administrative expenses.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.51 crores (Rs 1.78 crores appx.) mainly on account of personnel and administrative expenses.

During the year, your Company had made an investment (including application money) of MRF 0.58 crores (Rs 2.05 crores appx.) in the equity shares of Shri Educare Maldives Private Limited.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the Corporate Office of the Company and at the respective registered offices of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Mr. Ashish Bharat Ram and Mr. Dhirendra Datta, Directors retire by rotation and being eligible, offer themselves for re- appointment.

Directors’ Responsibility Statement Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) that the Directors have 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 or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.11 on a ‘going concern’ basis.

The Company is controlled by Arun Bharat Ram Group (“Promoter Group”) being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a)Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Sheila Bharat Ram; e) Mrs. Manju Bharat Ram; f)Mrs. Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; ?) SRF Ltd; i)SRF Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.; k) Karm Farms Pvt. Ltd.; ?) Srishti Westend Greens Farms Pvt. Ltd.; and m) Karmav Holdings Private Limited.

LISTING OF SHARES Your Company’s equity shares are listed at the Bombay Stock Exchange

CORPORATE GOVERNANCE Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members and senior management personnel had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 11th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS Your company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. All the existing Deposits will be repaid as and when due.

Deposits (including interest) amounting to Rs. 0.17 crores due for repayment on or before 31st March, 2011 remained unclaimed by 54 depositors. There has been no default in repayment of fixed deposits during the year.

PARTICULARS OF EMPLOYEES No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors KARTIKEYA BHARAT RAM Chairman

Place: Gurgaon Date: 30th May 2011


Mar 31, 2010

The Directors are pleased to present the tenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. Crores)

2009-10 2008-09

Sales and Other Income 13.20 176.96

Profit Before Interest, 12.91 52.16

Depreciation & Tax (EBIDTA)

Less: Interest & Finance Charges 2.91 15.21

Profit before Depreciation and Tax (PBDT) 10.00 36.95

Less: Depreciation - 4.70

Profit before Tax (PBT) 10.00 32.25

Less: Provision For Taxes 0.26 11.84

(including provision for deferred tax)

Net Profit after Tax (PAT) 9.74 20.41

Add: Profit brought forward from 27.25 6.84

previous year

Profit available for appropriation 36.99 27.25

Appropriations

Dividend on Equity shares - -

Corporate tax on dividend - -

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 36.99 27.25

Total Appropriation 36.99 27.25

Equity Dividend

No dividend is recommended by the Board of Directors.

Operations Review

Gross Income decreased by 93% to Rs. 13.20 crores from Rs 176.96 crores in the previous year. Operating profit (EBIDTA) decreased by 75% to Rs 12.91 crores from Rs 52.16 crores. Profit before tax decreased by 69 % to Rs 10 crores from Rs 32.25 crores. Profit after Tax decreased by 52% to Rs 9.74 crores from Rs 20.41 crores. This was due to divestment of Engineering Plastics Business and Industrial Yarn Business with effect from 1.1.2009 whereafter there was no income from manufacturing activities.

Subsidiary Companies

SRF Polymers Investments Limited

SRF Polymers Investments Ltd., the wholly-owned subsidiary of the Company made a profit of Rs. 16.48 crores during the year 2009-10 mainly on account of dividend and rental income. During the year, SRF Polymers Investments Ltd. had subscribed to 50,000 fully paid up equity shares of Rs. 10 each of KAMA Realty (Delhi) Ltd.

KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Ltd. , the wholly-owned subsidiary of the Company made a loss of Rs. 0.02 Crores mainly on account of administrative expenses. This subsidiary shall engage in activities relating to acquisition and renting of commercial properties.

Shri Educare Limited

During the year your Company had invested a sum of Rs. 2.06 crores in the equity capital of Shri Educare Ltd. and made it a wholly-owned subsidiary. This company is engaged in the field of education. It had made a loss of Rs. 1.15 crores mainly on account of personnel and administrative expenses. During the year, Shri Educare Limited had set up a wholly-owned subsidiary by the name of Shri Educare Maldives Private Limited in Maldives for engaging in providing education in that country. It had subscribed to 46,66,550 fully paid up equity shares of Rufiyaa(MRF) 1 each of Shri Educare Maldives Private Limited.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.49 crores mainly on account of personnel and administrative expenses.

Necessary application seeking approval of Central Government under Section 212(8) of the Companies Act,1956 shall be made by your Company for not attaching a copy of balance sheet, profit and loss account, auditors’ report and directors’ report of the subsidiary companies and other documents required to be attached under Section 212(1) of the Act to the balance sheet of the Company.

Directors

Mr. S.P. Agarwala and Mr. Amitav Virmani, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Mr. K.Ravichandra, Director has resigned from the Board with effect from 09.10.2009. The Board places on record its gratitude and appreciation for the services rendered by him.

Mr. Kartikeya Bharat Ram has been re-designated as Chairman with effect from 05.03.2010.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

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

(ii) that the Directors have 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 or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.10 on a ‘going concern’ basis.

The Company is controlled by Arun Bharat Ram Group (“Promoter Group”) being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr. Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f) Mrs. Vasvi Bharat Ram; g) Mrs. Radhika Bharat Ram; h) SRF Ltd; i) SRF Transnational Holdings Ltd;. j) Skylark Investments & Trading Pvt. Ltd.; k) Narmada Farms Pvt. Ltd; l) Bhairav Farms Pvt. Ltd.; m) Karm Farms Pvt. Ltd.; and n) Srishti Westend Greens Farms Pvt. Ltd.

Scheme of Arrangement

Your Board had approved a Scheme of Arrangement between the Company, Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd., SRF Polymers Investments Ltd., Srishti Westend Greens Farms Pvt. Ltd., Karm Farms Pvt. Ltd. and KAMA Realty (Delhi) Ltd. and their respective shareholders. The Scheme envisages ; a) demerger of the real estate businesses of Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd. and SRF Polymers Investments Ltd. into Srishti Westend Greens Farms Pvt. Ltd., Karm Farms Pvt. Ltd. and KAMA Realty (Delhi) Ltd. respectively; and b) amalgamation of the investment businesses of Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd. and SRF Polymers Investments Ltd comprising mainly of investment holding in shares of SRF Ltd. into your Company.

Your Board is of the view that the proposed Scheme of Arrangement would create enhanced value for shareholders and allow a focused strategy in operations, which would be in best interest of the companies, its shareholders, creditors, and all the person connected with the companies. The reorganization proposed by the scheme will enable investors to separately hold investment in businesses with different investment characteristics, thereby enabling them to select investments which best suit their investment strategies and risk profiles.

Subject to the approval of Hon’ble High Court of Delhi at New Delhi, a copy of the aforesaid Scheme of Arrangement alongwith Notice and explanatory statement under Section 393 of the Companies Act,1956 shall be sent in due course to the shareholders and creditors for seeking their approval.

Listing of Shares

Your Companys shares are listed at the Bombay Stock Exchange Ltd.

Corporate Governance

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members and senior management personnel had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

Consolidated Financial Statement

In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

Accounts and Audit

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 10th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

Management Discussion and Analysis

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual report.

Fixed Deposits

Your Company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. All the existing Deposits will be repaid as and when will be due.

Deposits (including interest) amounting to Rs. 0.22 crores due for repayment on or before 31st March, 2010 remained unclaimed by 59 depositors. There have been no defaults in repayment of fixed deposits during the year.

Particulars of Employees

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: New Delhi Kartikeya Bharat Ram

Date: 27th May, 2010 Chairman

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