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Directors Report of Mathew Easow Research Securities Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

2013-14 2012-13 Rs. Rs.

Profit before Depreciation 9,90,279 14,84,657

Less: Depreciation 2,68,272 3,09,935

Provision for Taxation:

Current Tax 5,65,000 3,75,350

Deferred Tax written back (1,096) (11,369)

Profit after tax 1,58,103 8,10,741

Add: Balance brought forward from previous year 44,83,060 36,72,319

Profit carried forward to Balance Sheet 37,97,531 44,83,060

2. PERFORMANCE REVIEW & OPERATIONS

Due to the economic slowdown, particularly in the financial sector, the performance of your Company during the year under review was not up to the mark and achieved a revenue from operation ''1,54,80,441/- as compared to ''2,44,32,821/- during the previous year. However, your Company made a profit of ''1,58,103/- as compared to last year profit of ''8,10,741/-.

Your Company has been mainly into investment activities. However with a view to diversify its business operations, your Company has participated in the bid for empanelment as an Enrolling Agency for undertaking demographic and biometric data collection for UIDAI (AADHAAR Cards). The Company application was approved by the Unique Identification Authority of India, Planning Commission, Government of India and your Company has been empanelled as an Enrolling Agency for the states of West Bengal, Bihar, Rajasthan, Assam and Jharkhand. The Company is looking for various possibilities for undertaking the said business.

3. DIVIDEND

In order to plough back the profits for future requirements of the Company, no dividend is being declared for the year under review.

4. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Aditya Doshi (DIN-05187477), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

5. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 264 of the Companies Act, 2013. The Directors have made the necessary disclosures as required by the various provisions of the Act and clause 49 of the Listing Agreement.

6. AUDITORS AND AUDITORS'' REPORT

M/s. Bhandari B. C. & Co.(Firm Reg. No. 311082E), Chartered Accountants, the Statutory Auditors of the Company are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. As required under the provisions of Section 141(3)(g) of the Companies Act, 2013, the Company has received written confirmation from them, that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section and that they are not disqualified from being appointed as the Auditors of the Company within the meaning of Section 141 of the said Act.

The notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and hence do not require any further explanation from the Directors of the Company on the same.

7. DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit for the year ended as on that date;

iii) that 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; and

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

8. PARTICULARS OF EMPLOYEES

During the year under review no employee of the Company was in receipt of remuneration for the whole or part of the year exceeding the limits, prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

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

Particulars required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, are not applicable to the Company. There was no foreign exchange earnings and outgo during the year under review.

10. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company''s Corporate Governance practices are in accordance with the relevant clauses of the Listing Agreement. A separate Section on Corporate Governance is included and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in annexure attached to and forming part of the Corporate Governance Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forming part of the Annual Report.

12. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for the continued support received by the Company from the shareholders, employees and bankers during the year under report.

For & on behalf of the Board

Place : Kolkata Aditya Doshi Ram Kumar Dalmia

Date : 22nd August, 2014 Whole-time Director & CEO Director

Registered Office:

Raj Kamal Building, 1st Floor Beda Nand Choudhary Atul Kaushik

128, Rash Behari Avenue, Kolkata - 700029 Director Director


Mar 31, 2013

The Directors Take Pleasure in Presenting the Nineteenth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

2012-13 2011-12 (Rs.) (Rs.)

Profit before Depreciation 14,84,657 15 80 245

Less: Depreciation 3,09,935 2,83,626

Provision for Taxation:

Current Tax 3,75,350 3,86,000

Deferred Tax written back 8,10,741 9,19,259

Add: Balance brought forward from previous year 36,72,319 27 53 060

Profit carried forward to Balance Sheet 44,83,060 36,72,319

PERFORMANCE REVIEW & OPERATIONS

Due To the economice silowown Particlary in the Finaceal Sector, the Performjanceof your Company during the Year under the Year review was not upto the mark and achived of Rs.22,068,355 as compared to Rs.63,739,388 during the Previous year Howerever Your Company made a Profit Of Rs.8.10.741 as Compared to Last Year Profit Rs.919.259.

Your Company has been mailny into investment activites with a view to Diversilfy its businees operation Your Compant has ParticePad in the bid for empanement as an enroling as on Enrolling Agency For During the financial year 2012-13 due to unavoidable circumstances, there was a delay in making renewal appLtion to the on Authority ol India, Planning Commission, Government of India. Howeverthe The in the month of June. 2013 and awaiting

The Company is looking for various possibilities for undertaking the said business

3. DIVIDEND

In order Plough back the Profits for future requirements of the Company no Divident is being declared for the Year under review.

4. DIRECTORS

In accorornace withRequirement of the Companies Act, 1956andArticles of Association of the Company, Annual General Meeting and oeing eligible, otters himself tor re-appointment.

5. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1)(q) of the Companies Act, 1956. The Directors have made the necessary disclosures as required by the va iou! provisions of the Act and clause 49 of the Listing Agreement.

6. AUDITORS

M/ Bhandari B.C.&. Co Accountants, the Statutory Auditors of the Company are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. As required under the provisions of Section 224(1 B) of the Companies Act, 1956. the Company in conformity with the limits prescribed ,n the said section and that they are not disqualified from being appointed as the Auditors of the Company within the meaning of Section 226 of the said Act.

7. AUDITORS'' REPORT

The Auditors'' Report and the notes forming part of the accounts are self-explanatory and hence do not require any further explanation from the Directors of the Company on the same.

8. DIRECTORS'' RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit for the year ended as on that date;

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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the directors had prepared the Annual Accounts on a going concern basis,

9. PARTICULARS OF EMPLOYEES

During the year under review no employee of the Company was in receipt of remuneration for the whole or part of the year exceeding the limits, prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

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

Particulars required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, are not applicable to the Company. There was no foreign exchange earnings and outgo during the year under review.

11. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company''s Corporate Governance practices are in accordance with the relevant clauses of the Listing Agreement. A separate Section on Corporate Governance is included in the Annual Report and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in annexure attached to and forming part of the Corporate Governance Report,

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forming part of the Annual Report.

13. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for the continued support received by the Company From the shareholders, employees and bankers during the year under report.

For & on behalf of the Board

Place : Kolkata Aditya Doshi Ram Kumar Dalmia

Date : 8th July, 2013 Whole-time Director & CEO Director

Registered Office:

Raj Kamal Building,

1st Floor Beda Nand Choudhary Atul Kaushik 128. Rash Behari Avenue,

Kolkata - 700029 Director Director


Mar 31, 2012

The Directors take pleasure in presenting the Eighteenth Annua! Report of the Company together with the Audited Accounts for the year ended 31st March' 2012.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

2011-12 2010-11 (Rs.) (Rs.)

Profit before Depreciation 15'80'245 7'68'256

Less Depreciation 2'86'626 2'38'336 Provision for Taxation:

Current Tax 3'86'000 1'66'576

Deferred Tax written back (11'640) 6'691

Profit after tax 9'19'259 3'56'653 Add: Balance brought forward from

previous year 27'53'060 23'96'407 Profit carried forward to

Reserve & Surplus 36'72'319 27'53'060

2. PERFORMANCE REVIEWS OPERATIONS

Inspite of the economic slowdown' particularly in the financial sector' your company performed reasonably during the year under review and achieved a turnover of Rs 63'793'388 as compared to Rs. 8'770'739 during the previous year. Your company made a profit of Rs. 9'19'259 as compared to last yearprofit of Rs. 3'56.653 Your Company has been mainly into investment activities. However with a view to diversify its business operations' your Company has participated in the bid for empanelment as an Enrolling Agency for undertaking demographic and biometric data collection for UIDAI (AADHAAR Cards). The Company application was approved by the Unique Identification Authority of India. Planning commission. Government of India and your company has been empanelled as an Enrolling Agency for the state of West Bengal. Bihar' Rajasthan' Assam and Jharkhand. The Company is looking for various possibilities for undertaking the said business.

3. DIVIDEND

in order to plough back the profits for future requirements of the company' no dividend is being declared for the year under review

4. DIRECTORS

In accordance with the requirements of the Companies Act. 1956 and Articles of Association of the Company' Mr Beda Nand Choudhary' Director of the Company' retires by rotation at the ensuing Annual General Meeting and being eligible' offers himself for re-appointment.

Mr. Aditya Doshi was appointed as an Additional Director of the Company w.e.f 13th February. 2012 in terms of Section 260 of the Companies Act' 1956 Further the Board appointed Mr. Aditya Doshi as a Whole-time Director ofthe Company for a period of 3 years w.e.f .1st September. 2012 Mr. Jitendra Patnaik resigned from the directorship ofthe Company w.e.f 13.02.2012

5. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act' 1956. The Directors have made the necessary disclosures as required by the various provisions of the Act and clause 49 of the Listing Agreement

6. AUDITORS

M/s. Bhandari B. C. & Co ' Chartered Accountants' the Statutory Auditors of the Company are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible' offer themselves for re-appointment. As required under the provisions of Section 224(1 B) of the Companies Act' 1956' the Company has received written confirmation from them' that their re-appointment as Auditors' if made' would be in conformity with the limits prescribed in the said section and that they are not disqualified from being appointed as the Auditors of the Company within the meaning of Section 226 of the said Act

7. AUDITORS'REPORT

The Auditors' Report and the notes forming part of the accounts are self-explanatory and hence do not require any further explanation from the Directors of the Company on the same.

8. DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act' 1956. the Board of Directors of the Company hereby state and confirm:

i) that in the preparation of the Annual Accounts' the applicable Accounting Standards had been followed along with proper explanation relating to material departures:

ii) that the Directors had selected such accounting policies and applied them consistently ana 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 as at 31' March. 2012 and of the profit for the year ended as on that date.

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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

iv) that the directors had prepared the Annual Accounts on a going concern basis

9. PARTICULARS OF EMPLOYEES

During the year under review no employee of the Company was in receipt of remuneration for the whole or part of the year exceeding the limits' prescribed under Section 217(2A) of the Companies Act' 1956' read with Companies (Particulars of Employees) Rules' 1975.

10. CONSERVATION OF ENERGY' TECNOLOGY ABSORPTION' FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars required under Section 217(1)(e) of the Act' read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules' 1988 relating to conservation of energy and technology absorption' are not applicable to the Company. There was no foreign exchange earnings and outgo during the year under review.

11. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company's Corporate Governance practices are in accordance with the relevant clauses of the Listing Agreement. A separate section on Corporate Governance is included in the Annual Report and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in annexure attached to and forming part of the Corporate Governance Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges' is presented in a separate section forming part of the Annual Report.

13. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for the continued support received by the Company from the shareholders' employees and bankers during the year under report

For & on behalf of the Board Beda Nand Choudhary Director

Ram Kumar Dalmia Director

Place : Kolkata

Date : 14'th August' 2012

Registered Office:

Raj Kamal Building' 1st Floor 128' Rash Behari Avenue Kolkata 700029


Mar 31, 2011

The Directors take pleasure in presenting the 17th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

(In Rupees) 2010-11 2009-10

Profit before Depreciation 7,68,256 25,06,524

Less: Depreciation 2,38,336 2,22,789

Provision for Taxation:

Current Tax 1,66,576 3,50,000

Deferred Tax 6,691 (39,665)

Profit after tax 3,56,653 19,73,400

Add: Balance brought

forward from previous year 23,96,407 4,23,007

Profit carried forward to Balance Sheet 27,53,060 23,96,407

2. PERFORMANCE REVIEW

In spite of the economic slowdown, particularly in the financial sector, your company performed reasonably during the year under review and achieved a turnover of Rs.87,70,739 as compared to Rs.84,272,934 during the previous year. Your company made a moderate profit of Rs. 3,56,653 as compared to last year profit of Rs.19,73,400.

3. SHARE CAPITAL

In term of the special resolution passed in the last Annual General Meeting of the Company held on 10th September, 2010, the Company has issued 36,50,000 share warrants on preferential basis on 12th October, 2010. Subsequently the company allotted 36,50,000 equity shares of Rs. 10/- each at a premium of Rs.10/- per share on 21.03.2011 upon exercise of conversion rights by the warrant holders. The said equity shares are locked in for a period of one year from 21.03.2011 to 20.03.2012. Consequent upon allotment of above equity shares, the paid-up Share Capital of the Company is increased to Rs.6,65,00,000/-. The new equity shares issued as aforesaid rank pari passu with the existing equity shares of your Company.

4. DIVIDEND

In order to plough back the profits for future requirements of the company, no dividend is being declared for the year under review.

5. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Shri Ram Kumar Dalmia, Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment.

6. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 274(1 )(g) of the Companies Act, 1956. All the Directors have made the necessary disclosures as required by the various provisions of the Act and clause 49 of the Listing Agreement.

7. AUDITORS

M/s. Bhandari B. C. & Co., Chartered Accountants, the Statutory Auditors of the Company are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has received written confirmation from them, that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section and that they are not disqualified from being appointed as the Auditors of the Company within the meaning of Section 226 of the said Act.

8. AUDITORS' REPORT

The Auditors' Report and the notes forming part of the accounts are self-explanatory and hence do not require any further explanation from the Directors of the Company on the same.

9. DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit for the year ended as on that date;

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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) that the directors had prepared the Annual Accounts on a going concern basis.

10. PARTICULARS OF EMPLOYEES

During the year under review no employee of the Company was in receipt of remuneration for the whole or part of the year exceeding the limits, prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Bules, 1975.

11. CONSERVATION OF ENERGY, TECNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, are not applicable to the Company. There was no foreign exchange earnings and outgo during the year under review.

12. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company's Corporate Governance practices are in accordance with Companies Act, 1956 and the relevant clauses of the Listing Agreement. A separate section on Corporate Governance is included in the Annual Report and the certificate from the Auditors of the Company regarding the compliances of the conditions of the Corporate Governance is given in annexure attached to and forming part of the Corporate Governance Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the progress and future outlook of the Industry and the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forming part of the Annual Report.

14. ACKNOWLEDGEMENT

The Board wishes to place on record their gratitude for the co-operation and assistance received from the banks, shareholders and employees and thank them for their continued support.

Your Directors take this opportunity to place on record their deep appreciation for the whole -hearted and sincere co- operation the Company has received from all concerned.

By order of the Board

Beda Nand Choudhary Ram Kumar Dalmia

Director Director

Registered Office:

Raj Kamal Building, 1st Floor

128, Rash Behari Avenue

Kolkata - 700029

Date : 30th August, 2011


Mar 31, 2010

The Directors present the 16th Annual Report of the Company, together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below: (In Rupees)

2009-10 2008-09

Profit/(Loss) before Depreciation 25,06,524 1,84,736

Less: Depreciation 2,22,789 2,75,291

Provision for Taxation:

Current Tax 3,50,000 14,675

Deferred Tax written back (39,665) (1,07,813)

Fringe Benefit Tax - 45,364

Income Tax written back - (9,45,984)

Amount transferred

to special Reserve - 1,80,640

Profit/(Loss) after tax 19,73,400 9,03,203

Add: Balance brought forward

from previous year 4,23,007 (2,99,556)

Profit/(Loss) carried forward to

Balance Sheet 23,96,407 4,23,007

2. DIVIDEND

No Dividend is being declared for the year under review.

3. CHANGE IN MANAGEMENT/CONTROL

As you are aware, the erstwhile promoters of your company entered into Share Purchase Agreement on 31stAugust, 2009 with Vista Vyapaar Private Limited and/or its nominees for indirect sale of equity shares of your Company. Pursuant to this agreement and pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, Vista Vyapaar Private Limited made an open offer for purchase of 20% equity shares of the Company and the open offer was completed on 12th January, 2010. All the regulatory approvals required for giving effect to the Share Purchase Agreement were obtained by the Company. With the completion of the process, your companys management and control has been changed from 14th January, 2010.

4. DIRECTORS:

Pursuant to the Share Purchase Agreement, ail the Directors on the Board of the Company resigned and the Board of Directors of the Company has been reconstituted on 14th January, 2010.

Name of Director Date of resignation

Mrs. Valsa Mathew 14th January, 2010

Mr. Dilip Cherian 14th January, 2010

Mr. Sekhar Sukla 14th January, 2010

Mr. Deb Kumar Guin 14th January, 2010

Mr. Bibhash Bangal 18th August, 2009



Mr. Beda Nand Choudhary, Mr. Ram Kumar Dalmia (independent) and Mr. Jitendra Patnaik (independent) have been appointed as Additional Director at the Board Meeting held on 14* January, 2010 and Mr. Atul Kaushik has been appointed as an additional director (independent) at the board meeting held on 30* July, 2010

The Company has received notice under Section 257 of the Companies Act, 1956 proposing the names of the Additional Directors for re-appointment. The Company shall place the necessary resolution for reappointment of Directors for approval of members.

Your Directors place on record their appreciation for the valuable services rendered by the outgoing Directors during their tenure as Directors of the Company.

11. DIRECTORSRESPONSIBILITY STATEMENTS PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) That the directors had prepared the Annual Accounts on a going concern basis.

12. AUDITORS:

M/s. Bhandari B. C. & Co., Chartered Accountants, Kolkata, retire as Auditor of the Company at the conclusion of forthcoming Annual General Meeting and is eligible for reappointment.

13. PARTICULARS OF EMPLOYEES :

During the year under review no employee of the Company was in receipt of remuneration for the whole or part of the year exceeding the limits, prescribed under Section 217 (2A) (d) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

14. CONSERVATION OF ENERGY, TECNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company had no activities relating to conservation of energy and technology absorption. There is no foreign exchange earnings and outgo during the year under review.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report and certificate regarding Compliance of conditions of Corporate Governance was made part of the annual Report.

16. FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. Where used in this Report the words "anticipate", "believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to the Company and/or its business are intended to identify such forward looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performances or achievements could different materially from those expressed or implied in such forward looking statements. Readers are cautioned not to place undue reliance on those forward looking statements that speak only as of their dates. This report should be read in conjunction with the financial statements included herein and the notes thereto.

17. ACKNOWLEDGEMENT:

The Board wishes to place on record their gratitude for the co- operation and assistance from the banks, shareholders and employees and thank them for their continued support.

By order of the Board

Beda Nand Choudhary Ram Kumar Dalmia

Director Director

Registered Office:

"Raj Kamal Building", 1st Floor

128, Rash Behari Avenue

Kolkata 700029

Date:11th August, 2010

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