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Directors Report of Malabar Trading Company Ltd.

Mar 31, 2015

Dear Members,

The Directors here by present the 35th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2015.

FINANCIAL RESULTS:

[Amount in Rupees]

Particulars Financial Year Financial Year 2014-15 2013-14

Other Income (7827064) 1974811

Total Expenses (8950471) 938808

Profit (Loss) before Tax and Extra Ordinary Items 1123407 1036003

Less:- Loss on sale of long term investment 0 14182500

Tax expense 351289 314129

Net Profit (Loss) after Tax & adjustments 772118 13460627

Earning per equity share: 0.05 (1.24)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

The Company does not have any significant business activity and not carried out any business during the year under review except dividend income.

DIVIDEND:

Your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs 200900000/- divided into 20090000 equity shares of Rs 10/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. KETANBHAI SORATHIYA (DIN-01403554) who was appointed as an Additional Director on 20.08.2015 be and hereby appointed as director of the Company and liable to retire by rotation.

Mr. VIPUL SHANTILAL TRIVEDI (DIN-01531954) who was appointed on 28.08.2015 and Ms. DINABEN GANATRA (DIN- 07265796) who was appointed on 20.08.2015 as an additional directors and are hereby appointed as an Independent Director of the Company for five consecutive years for a term up to September 28, 2020. Mr. PRAJYOT YASHVANT JAMBEKAR, Mr. SUNIL PRAKASH WAVHAL and Mr. TUSHAR AJIT RAWOOL were resigned as a Director of the Company with effect from 20.08.2015, 28.08.2015 and 28.08.2015 respectively.

Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year Nine Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

AUDIT COMMITTEE:

The terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and details have been furnished in the Corporate Governance Report forming a part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 and details have been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committee as 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013 and details has been furnished in the Corporate Governance Report forming a part of this Annual Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered Accountants, Mumbai Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND

EXPLANATIONS BY THE BOARD:

Sr. Qualifications made by Secretarial Explanations by the Board No. Auditor

a) Acknowledgement for sending the The notice and agenda for notices of the Meeting of the Board the Board and committee and Committees are not maintained meeting are sent by the by the company. email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.

b) Updating of website with regard The company will take to various policies is pending necessary steps to update website with regard to various policies which are pending.

c) The company has not complied The company will take with certain clauses of Listing necessary steps to Agreement as regards publication comply with the same. of Notice of Board Meeting, Notice of AGM, quarterly results.

d) As per section 203(1)(i),(ii) & Since the Company does (iii), the Company is required not have any significant to appoint Company Secretary & business activities, Chief Financial Officer. hence the Volume and The Company has not appointed Scope of work for the Company Secretary & Chief Company Secretary and Financial Officer. Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

e) As per section 138 of the The size of operation of Companies Act, 2013, the the Company is very Company is required to small, it is not viable appoint Internal Auditor. Auditor but the Company The Company has not appointed has established the The Company has not appointed internal control system. Internal Auditor.

f) The company has not maintained The company will take the attendance register for necessary steps to Board and committee meeting maintain the attendance register for board and committee meetings.

g) Statutory Registrar as per The company will take companies Act 2013 is yet necessary steps to update to be updated. Statutory Register as per companies Act 2013.

h) Certain event based E Forms The company will ensure have not been filed by the to file all relevant company in time which were required documents in time with to be filed with ROC during the ROC and other authorities audit period. as when required.

i) As per the provisions of Section The Company is in process 149(1) of the Companies Act, for appointing of Women 2013 and revised clause 49 of Director and the listing agreement, the Company once suitable and if any required to have at least one Wome willing candidate agrees Director on its Board. The Company ] to join the Company. has not appointed Women Director.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 that period;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

e) Directors have prepared the accounts on a "going concern basis".

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.

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

Since there are no women employees in the Company hence no comments

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for Government Policies and Human Resource Risk

VIGIL MECHANISM:

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, MALABAR TRADING COMPANY LIMITED

PLACE: MUMBAI DATE: 01.09.2015 Sd/-

(KETANBHAI SORATHIYA) CHAIRMAN


Mar 31, 2014

Dear members,

The Directors here by present the 34th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS:

[Amount in Rupees]

Particulars Financial Financial Year 2013-14 Year 2012-13

Other Income 1,974,811 3,399,228

Total Expenses 938,808 1,407,569

Profit (Loss) before Tax and Extra Ordinary Items 1,036,003 1,991,658

Less:- Loss on sale of long term investment 14,182,500 Nil

Tax expense 314130 644022

Net Profit (Loss) after Tax & adjustments (13,460,627) 1,347,637

Earning per equity share: (1.24) 0.12

OPERATIONS REVIEW:

During the year under review due to financial crisis company was not in position to generate target revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 13460627.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

During the year, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. PRAJYOT YASHVANT JAMBEKAR was appointed as an Additional Director of the Company on 08.05.2014 be and hereby appointed as director of the Company and whose office liable to retire by rotation. Mr. TUSHAR AJIT RAWOOL and Mr. SUNIL PRAKASH WAVHAL were appointed on 19.05.2014 and 08.05.2014 as an Additional Director of the Company and appointed as an Independent Director of the Company for a period of five years from the conclusion 34th AGM to the conclusion of 39th AGM. Mr. VIJAY YASHAWANT KAMBLE and Mr. SUMIT TUKARAM CHILE were appointed as Additional Director as on 31.10.2013 and resigned from the board as on 19.05.2014.

Mr. VIVEK AGRAWAL, Mr. MANISH KUMAR POKHERNA and Mr. KEVAL CHANDRAKANT SHAH were resigned as a Director of the Company with effect from 31.10.2013, 08.05.2014 and 31.08.2013. Mr. VIRAL GUNVANTBHAI KAPADIA resigned as Managing Director with effect from 23.07.2014 and NUPOOR MANDOWARA (CS) resigned as Compliance office with effect from 31.03.2014.

CHANGES IN CAPITAL STRUCTURE:

Authorised share Capital

During the year under review, Company in Extra Ordinary General Meeting held on 8th May, 2013 has increased the Authorized Share Capital of the Company from Rs. 11 Crore to Rs. 21 Crore. Thus, at present the authorized share capital of the Company is Rs. 21,00,00,000 (Rupees Twenty One Only) divided into 2,10,00,000 (Two Crore Ten Lacs) Equity Shares of Rs.10/- (Rupee Ten Only) each.

ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

During the year under review, Company in Extra Ordinary General Meeting held on 13th August, 2013 to issue, offer and allot 12890000 (One Crore Twenty Eight Lacs Ninety Thousand) Warrants on preferential basis convertible into 12890000 (One Crore Twenty Eight Lacs Ninety Thousand) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each for an aggregate amount upto Rs. 10,00,00,000/- (Rupees Ten Crore only) at a price of Rs. 35/- (Rupees Thirty Five Only) per Warrant to Non promoters as may be permitted under the applicable Rules and Regulations, in one or more tranches, and upon such terms and conditions as may be deemed appropriate by the Board.

ALLOTMENT OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

The Company in its Board Meeting held on 20.11.2013 allotted 9240000 convertibles warrant on preferential basis to other then promoters.

CHANGES IN CAPITAL STRUCTURE:

Issued and Paid-up Share Capital

The Company in its Board Meeting held on 18.01.2014 converted and allotted 9240000 convertibles fully paid warrant in to equal number of equity shares of Rs.10/- each per share on preferential basis to other then promoters. Accordingly, after said allotment, the issued and paid-up share Capital of the Company stood at Rs.20,09,00,000 comprising of 2,00,90,000 equity share of Rs.10/-(Rupees Ten Only) each.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered Accountants, Mumbai Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF STAFF:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 that period;

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

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, MALABAR TRADING COMPANY LIMITED

PLACE: MUMBAI DATE: 28.08.2014 (PRAJYOT JAMBEKAR) CHAIRMAN


Mar 31, 2012

To, The Members of Malabar Trading Company Limited

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Statement of Accounts for the accounting period ended on 31st March, 2012.

FINANCIAL RESULTS

(Rs. In Lacs) Description For the Year For the Year ended 31.03.2012 ended 31.03.2011

Total Income 40.24 12.59

Total Expenditure 13.44 7.47

Operating Profit(PBDT) 26.8 5.12

Depreciation 0.49 0.61

Profit before Taxation 26.31 4.51

Add: Net Deferred Tax Assets/Reversal of DTL (3.99) 3.74

Add: MAT Credit Entitlement 0.79 0.58

Less: Interest paid on Income Tax 0.00 0.02

Less: Provision for MAT 5.02 0.83

Profit after Taxation 18.09 7.99

Proposed Dividend 10.85 1.55

Provision for Dividend Tax 1.76 0.26

Net Profit after Tax and Dividend 5.48 6.18

Amount B/F from Last year 36.55 30.37

Balance C/F to Balance Sheet 42.03 36.55

During the year under review the company's Profit after Tax stood at Rs. 18.09 Lacs.

The Directors expects a further growth in the current year due to the new activities being taken up in the current year.

DIVIDEND

The Board has recommended 1% dividend on equity shares, i.e., Rs. 0.10 per share of the face value of Rs. 10/- each.

AUDITORS

The existing auditors M/s. LKM & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have shown their unwillingness for re-appointment as the auditors of the Company due to preoccupation.

The Board has obtained the confirmation from M/s. Katariya & Co., Chartered Accountants of their eligibility and willingness to be appointed as the Statutory Auditors of the Company. A proposal seeking their appointment is provided as part of the Notice of the ensuing Annual General Meeting.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

DIRECTORS

Mr. Shyam Sunder Gupta resigned from the directorship of the Company with effect from 20th October, 2011. Your Board places on record its sincere appreciation of the services rendered by him.

Mr. Vivek Agrawal and Mr. Manish Kumar Pokherna were appointed as additional director w.e.f. 20th June, 2011 and 22nd February, 2012 respectively. Notice in writing under section 257 of the Companies Act, 1956 have been received from some members of the Company proposing the candidature of Mr. Agrawal and Mr. Pokherna.

Mr. Rajnath Shukla retires by rotation at the forthcoming Annual General Meeting and since he has not opted for re-appointment due to pre-occupation, he will cease to be a director on the date of AGM. Your Board places on record its sincere appreciation of the services rendered by him.

AUDITORS' REPORT

Observations made in the Auditors' Report are self explanatory, and therefore, do not call for comments under section 217(3) of the Companies Act, 1956.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, management Discussion & Analysis Report is appended to this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

BONUS ISSUE

During the year under review, the Company had declared and allotted 93,00,000 equity shares of Rs. 10/- each as fully paid up Bonus Shares in the ratio of Six (6) Equity Shares as Bonus Shares on August 26, 2011, against Every One (1) Equity Share held as on the Record Date, i.e., August 25, 2011. ACQUISITION OF STAKE

During the year, Company has acquired 789000 equity shares of M/s IADFAC Laboratories Private Limited ("ILPL") (99.87% Holding of "ILPL") and 900000 equity shares of M/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the said acquisitions, ILPL and PNPL became subsidiaries of the Company.

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

The Company is not manufacturing unit hence, information pertaining to conservation of energy and technology absorption is not applicable to the Company.

There are no transactions pertaining to Foreign exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of the section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA), which was introduced by the Companies (amendment) Act, 2000 you're Directors confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as it gives a true & fair view of the state of affairs of the Company as on 31st March, 2012 and the profit & loss of the company for the year ended on 31st March, 2012.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude to the Company's valued clients and Bankers for their continued support. The Directors also record their appreciation of the Company's Employees at all their appreciation, commitment and hardwork, without which the results achieved by your company would not have been possible and look forward to their continued support.

For and on behalf of the Board,

Managing Director Director

Date: 29.09.2012

Place: Mumbai