Directors Report of Key Corp Ltd.

Mar 31, 2017

The Directors present the 31st Annual Report and Audited Accounts of the Company for the year ended 31st March. 2017

(Rs. in lakhs)

FINANCIAL RESULTS	31.3.2017	31.03.2016
Income from Operations	13.73	44.93
Income from Investment in Mutual Fund	136.19	121.24
Other Income	25.23	3.23
Less :Operating Expenditure	57.93	64.23
Profit( Before Depreciation and Finance Cost	117.22	105.27
less: Deprecation	1.69	2.28
Less: Finance Cost	0.06	0.17
Net Profit for the Year before Tax	115.47	102.82
Less ; Provision for Income Tax	0.00	0.00
Less : Provision for Deferred Tax	0.25	(1.03)
Profit after Tax	115.22	103.85
Balance of Profit brought forward	52.91	45.34
Amount available for appropriation after adjustment	163.13	143.66
APPROPRIATION TO
General Reserve	125.00	7500
Statutory Reserve Fund	23.04	20.00
Balance Carried over	20.09	52.91

2. DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2016- 17.

3. PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. Your Company is Investing the surplus funds in mutual fund schemes augment income.

4. DIRECTORS

a) In accordance with the pro visions of section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Shri. G.D. Maheshwari Director retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

b) Further the Board appraised the performance of the independent directors and found their contribution to the proceeding of the Board beneficial for the Company. They have attended Board meetings and Committee meetings hold from time to time Further, the independent directors have given a declaration that they meet the criteria of independence as provided in Section 14S{6) of the Companies Act. 2013.

5. AUDITORS AND auditor’s report

M/s V. P. Aditya & Company Chartered Accountants. Statutory Auditors of me Company was reappointed in 30^th Annual General Meeting of the Company held on 10^th August, 2016 up to the ensuing Annual General Meeting The present auditors M/s V P. Aditya & Company have completed their tenure of flue yea& Associates in the ensuing Annual General Meeting

6. PARTICULARS OF EMPLOYEES

There are no employees gutting salary in access of the limit as specified under the provision of section 197(12) of (he Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earnings and outgo during the year.

8. LISTING WITH STOCK EXCHANGE

The Company’s shares are listed with Bombay Stock Exchange Ltd , Mumbai The Company''s shares are marketable in Demat mode only Shareholders are requested ID convert their physical shareholding into Demat mode.

9. INCOME TAX PROCEEDINGS

Company''s assessments are completed up to the assessment year 2016-17.

10. AUDIT committee

During the year the committee held four meetings-

11. NOMINATION & REMUNERATION COMMITTEE

During the year no mooting was held.

12. STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held four meetings

13. CORPORATE GOVERNANCE

As par Clause 49 of the L Is ling Agreement with Stock Exchanges, a report on Corporate Governance is enclosed as integral part of the Annual Report together with the Auditors Certificate in compliance.

14. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of listing Agreement of the Stock Exchanges Management Discussions and Analysis Report forms part of this report.

15. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Vibha Mehrotra & Co. Practicing Company Secretary of Kanpur (CP Membership No. 3103) as Secretarial Auditors of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the financial year ended March 31^st 217 is annexed to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

16. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of tie Company in MGT9 is annexed hereto- as Annexure ''A'' and form integral part of this report.

17. RELATED PARTY TRANSACTIONS

Subject to Note No. B(iii) of the Annual Accounts there was no significant transaction of material nature with the related parties viz. Promoters, Directors, Management or relatives curing the year and the provisions of Section 138 of the Company''s Act, 2013 are not attracted.

18. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work In relation to remuneration of Directors, Key Managerial Personnel of the Company. The details of this policy are explained in the Corporate Governance Report.

19. RISK MANAGEMENT POLICY

The company has endeavored to develop and implement a risk management policy, incorporating identifying economic, financial and environmental risks.

20. EVALUATEDN OF BOARD AND ITS COMMITTEES

The evaluation of the Independent Directors was carried Out by the entire Hoard excluding ^he directors being evaluated. Further, the Board also carried out assessment of its own performance and that of its committees based upon criteria such as performance against set objectives, contribution to the development of long term strategy and risk management, level of communication amongst the Board/Committee members and of the Board, ‘Committee members with Key Managerial Personnel’s.

21. MEETING OF THE BOARD OF DIRECTORS

The details of the member of meetings of the Board held during the financial year 2016-17 forms part of the Corporate Governance Report.

22. CODE OF CONDUCT

The Board of Directors has already adopted a Code of Ethics a Business Conduct for the Directors and Senior Managerial Personnel.

23. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgment & estimates that are reasonable & prudent so as to give a true and fir view of the affairs of the Company at the end of the financial year ended 31^st March, 2017 and of the profit of the Company for that year.

III. that the directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

IV. that the directors have prepared the annual accounts on a going concern basis.

V. that the internal financial controls were laid down to be followed and that such internal financial controls were adequate and operating effectively:

24. ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

Regd. Office: For and On behalf of the Board

16/16-A, Civil Lines. K-B. Agarwal

Kanpur - 208 001 Vice Chairman

Dated : 15th May. 2017

---

Mar 31, 2015

DEAR MEMBERS,

The Directors present the 29th Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2015.

(Rs. in lakhs)

31.3.2015 31.3.2014

FINANCIAL RESULTS

Income from Operations 46.80 74.14

Income from Investment in Mutual Fund 152.39 116.65

Other Income 16.51 0.22

Less: Operating Expenditure 59.88 58.20

Profit Before Depreciation and Finance 155.82 132.81 Cost

Less: Depreciation 2.31 2.10

Less: Finance Cost 0.17 0.17

Net Profit for the Year before Tax 153.34 130.54

Less: Provision for Income tax 0.91 6.24

Less: Provision for Deferred Tax 0.83 (2.14)

Profit after Tax 151.60 126.44

Balance of Profit brought forward 43.74 28.50

Amount available for appropriation 195.34 154.94

after adjustments

APPROPRIATION TO

General Reserve 150.00 125.00

Balance carried over 45.34 29.94

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2014-15.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income.

DIRECTORS

1. Shri G.D. Maheshwari (DIN 00235209) retiring by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

2. The Board deeply regret to record the sad demise of our founder Chairman Dr. Gaur Hari Singhania (DIN 00054848) on 04.02.2015. The Board will miss his leadership and valuable guidance. The Board pay its condolence on his demise.

3. Shri Raj Kumar Gupta (DIN 00200238) Director of the company resigned from the directorship of the company on 01.09.2014. The Board places on records its appreciation for the services rendered by him as a director.

4. Ms. Manju Jain (DIN 06971010) was appointed as additional independent woman Director on 01.09.2014 in terms of section 161(1) of the Companies Act, 2013. Ms.Manju Jain hold office upto the date of ensuing A.G.M. The Board further appointed Shri Yadupati Singhania (DIN 00050364) as Additional Director and Chairman of the Board on 24.02.2015. The Company have received separate notices from the shareholders for their appointment for a term of 5 years as per the Companies Act, 2013 to act as independent director upto 31.03.2020.

5. Further the Board appraised the performance of the independent directors and found their contribution to the proceedings of the Board beneficial for the Company. They have attended almost all the Board meetings and Committee meetings held from time to time.

AUDITORS

M/s V. P. Aditya & Company. Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company is listed with Bombay Stock Exchange Ltd., Mumbai.

The Company's shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Company's assessments are completed upto the assessment year 2013-14.

AUDIT COMMITTEE

During the year the committee held four meetings.

NOMINATION & REMUNERATION COMMITTEE

During the year no meeting was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held ten meetings.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor's confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Board has appointed M/s. Vibha Mehrotra & Co. Practicing Company Secretary (CP Membership No. 3103) as Secretarial Auditors of the Company whose report is attached separately to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31 st March, 2015 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

Regd. Office : For and On behalf of the Board

16/16-A, Civil Lines, YADUPATI SINGHANIA Kanpur - 208 001 Chairman

Dated : 26th May, 2015

---

Mar 31, 2014

THE MEMBERS

The Directors present the 28th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

(Rs. in lakhs) 31.3.2014 31.3.2013

FINANCIAL RESULTS

Income from Operations 7414 10231

Income from Investment in Mutual Fund 11665 10334

Other Income 022 024

Less: Operating Expenditure 5820 5469

Profit Before Depreciation and Finance Cost 13281 15180

Less: Depreciation 210 226

Less: Finance Cost 017 021

Net Profit for the Year before Tax 13054 14933

Less: Provision for Income tax 624 919

Less: Provision for Deferred Tax (214) (056)

Profit after Tax 12644 14070

Balance of Profit brought forward 2850 3716

Amount available for appropriation 15494 17786 after adjustments

APPROPRIATION TO

General Reserve 12500 15000

Balance carried over 2994 2786

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the FinancialYear2013-14

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income

DIRECTORS

Dr 8D Agarwal is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment As per provisions of Companies Act, 2013, independent directors Dr Gaur Hari Singhania (DIN No 00054848), Shri Padam Kumar Jain (DIN No 00176945) and Shri Raj Kumar Gupta (DIN No 00200238), have completed their five years term and as per provisions of the Companies Act, 2013 they are to be appointed as Independent Directors for five consecutive years upto 31 st March, 2019

AUDITORS

M/s V P Aditya & Company Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting They are eligible for re-appointment

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A)oftheCompaniesAct, 1956

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

The Company has no activities relating to conservation of energy or technology absorption There is no foreign exchange earning and outgo during the year

LISTING INFORMATION

The equity shares of your Company is listed with Bombay Stock Exchange Ltd, Mumbai The shares of the Company has been delisted from UP Stock Exchange Ltd, Padam Towers, Civil Lines, Kanpurwef 21"August, 2013

The Company''s shares are marketable in Demat mode only Shareholders are requested to convert their physical shareholding into Demat mode

INCOME TAX PROCEEDINGS

Company''s assessments are completed upto the assessment year 2012-13

AUDIT COMMITTEE

During the year the committee held four meetings

REMUNERATION COMMITTEE

During the year the committee held two meetings

SHAREHOLDERS/INVESTORS" GRIEVANCE COMMITTEE

During the year the committee held seven meetings

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor''s confirming compliance forms part of this report

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31 st March, 2014 and of the profit of the Company for that year;

III that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV that the directors have prepared the annual accounts on a going concern basis

For and On behalf of the Board Place : Kanpur DR GAUR HARI SINGHANIA

Dated : 24th May, 2014 Chairman

---

Mar 31, 2013

The Directors present the 27th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

(Rs. in lakhs)

31.3.2013 31.3.2012

FINANCIAL RESULTS

Income from Operations 102.31 99.67

Income from Investment in Mutual Fund 103.94 72.29

Other Income 0.24 0.01

Less: Operating Expenditure 54.69 52.07

Profit Before Depreciation and Finance Cost 151.80 119.90

Less: Depreciation 2.26 2.45

Less: Finance Cost 0.21 0.26

Net Profit for the Year before Tax 149.33 117.19

Less: Provision for Income tax 9.19 9.03

Less: Provision for Deferred Tax (0.56) (3.70)

Profit after Tax 140.70 111.86

Balance of Profit brought forward 37.16 25.30

Amount available for appropriation 177.86 137.16 after adjustments

APPROPRIATION TO

General Reserve 150.00 100.00

Balance carried over 27.86 37.16

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2012-13.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income.

DIRECTORS

Shri Padam Kumar Jain and Shri G.D. Maheshwari are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s V. P. Aditya & Company, Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company are listed with The U.P. Stock Exchange Ltd., Kanpur and Bombay Stock Exchange Ltd., Mumbai. However, the Board has decided to delist its share from U.P. Stock Exchange Ltd. due to closure of its trading platform.

The Company''s shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Company''s assessments are completed upto the assessment year 2011-12 and there is no outstanding demand against the Company.

AUDIT COMMITTEE

During the year the committee held four meetings.

REMUNERATION COMMITTEE

During the year the committee held one meeting.

SHAREHOLDERS/INVESTOR'' GRIEVANCE COMMITTEE During the year the committee held five meetings.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor''s confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31st March, 2013 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

For and On behalf of the Board

Place : Kanpur DR. GAUR HARSINGHANIA

Dated : 18th May, 2013 Chairman

---

Mar 31, 2012

The Directors present the 26th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

( Rs. in lakhs)

31.3.2012 31.3.2011

FINANCIAL RESULTS

Income from Operations ... ... 99.67 85.92

Income from Investment in Mutual Fund ... 72.29 88.28

Other Income ... ... 0.01 0.02

Less: Provision for Standard Assets ... ... 0.15 1.00

Net Profit for the Year before tax ... ... 117.19 117.21

Less: Provision for Income tax ... ... 9.03 5.84

Less: Provision for Deferred Tax ... ... (3.70) (1-24)

Profit after Tax ... ... 111.86 112.62

Balance of Profit brought forward ... ... 25.30 12.68

Amount available for appropriation ... ... 137.16 125.30 after adjustments

APPROPRIATION TO

General Reserve ... ... 100.00 100.00

Balance carried over ... ... 37.16 25.30

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2011-12.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income.

DIRECTORS

Dr. B.D. Agarwal and Shri R.K. Gupta are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s V. P. Aditya & Company, Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company are listed with The U.P. Stock Exchange Ltd., Kanpur and Bombay Stock Exchange Ltd., Mumbai.

The Company's shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Company's assessments are completed upto the assessment year 2010-11 and there is no outstanding demand against the Company.

AUDIT COMMITTEE

During the year the committee held four meetings.

REMUNERATION COMMITTEE

During the year the committee held one meeting.

SHAREHOLDERS/INVESTOR' GRIEVANCE COMMITTEE

During the year the committee held five meetings.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor's confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31st March, 2012 and of the profit of the Company for that yean

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

For and On behalf of the Board

Place : Kanpur DR. QAUR HARI SINGHANIA

Dated : 12th May, 2012 Chairman

---

Mar 31, 2011

The Members,

The Directors present the 25th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2011.

(Rs. in lakhs)

31.3.2011 31.3.2010

FINANCIAL RESULTS

Income from Operations 85.92 55.16

Income from Investment in Mutual Fund 88.28 131.77

Other Income 0.02 0.04

Net Profit for the year 118.21 136.05

Less : Provision for Income tax 5.84 0.55

Less : Provision for Deferred Tax (1.24) (2.34)

Less : Provision for Standard Assets 1.00

Profit after Tax 112.62 137.85

Balance of Profit brought forward 12.68 24.83

Amount available for appropriation 125.30 162.68

after adjustments

APPROPRIATION

General Reserve 100.00 150.00

Balance carried over to Balance Sheet 25.30 12.68

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2010-11.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income.

DIRECTORS

Shri Padam Kumar Jain and Shri G.D. Maheshwari are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s V. P. Aditya & Company. Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company are listed with The U.P. Stock Exchange Ltd., Kanpur and Bombay Stock Exchange Ltd., Mumbai.

The Company's shares are marketable in Demat mode only. Shareholders are re- quested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Company's assessments are completed upto the assessment year 2009-10 and there is no outstanding demand against the company.

AUDIT COMMITTEE

During the year the committee held four meetings.

REMUNERATION COMMITTEE

During the year the committee has not held any meeting.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

During the year the committee held eight meetings.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor's confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management

Discussions and Analysis Report forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

i) That in the preparation of Annual Accounts, the applicable accounting standards had been followed :

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 ended 31st March, 2011 and of the profit of the Company for that year.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the directors have prepared the annual accounts on a going concern basis.

For and On behalf of the Board

Place : Kanpur DR. GAUR HARI SINGHANIA Dated : 21st May, 2011 Chairman

---

Mar 31, 2010

The Directors present the 24th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

(Rs. in lakhs)

FINANCIAL RESULTS 31.03.2010 31.03.2009

Income from Operations 55.16 41.73

Income from Investment in Mutual Funds 131.77 44.35

Other Income 0.04 0.02

Net Profit for the Year 136.05 43.18

Less: Provisions for Income Tax 0.55 -

Less: Provision for Deferred Tax (2.34) 0.36

Less : Provision for Fringe Benefit Tax - 0.40

Profit after tax 137.85 42.42

Balance of Profit brought forward 24.83 82.41

Amount Available for appropriation 162.68 124.83 after adjustments

APPROPRIATION

General Reserve 150.00 100.00

Balance Carried over to Balance Sheet 12.68 24.83

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2009-10.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilise the surplus funds in mutual fund schemes to augment income.

DIRECTORS

Dr. B.D. Agarwal and Shri R.K. Gupta are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s V. P. Aditya & Company. Chartered Accountants, Kanpur, Auditors of the Company retire at the forthcoming Annual General Meeting. They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s 217(2A) of the Companies Act, 1956.

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

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company continue to be listed with The U.P. Stock Exchange Association Ltd., Kanpur. The company has requested the Bombay Stock Exchange to revoke suspension of trading.

The Companys shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Companys assessments are upto date and there is no outstanding demand against the Company.

AUDIT COMMITTEE

During the year the committee held four meetings.

REMUNERATION COMMITTEE

During the year the committee held one meeting.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditors confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

I. that in the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 ended 31st March, 2010 and of the profit of the Company for that year;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

Place : Kanpur For and on behalf of the board

Dated: 8th May, 2010

DR. GAUR HARI SINGHANIA ]

Chairman