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Directors Report of MPIL Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 56th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

SUMMARISED FINANCIAL RESULTS (Rs. Lakhs)

Year ended Year ended

31.03.2015 31.03.2014

Income 103.69 106.46

Expenditure 79.62 82.34

Profit/(Loss) before Depreciation and Tax 24.07 24.12

Depreciation 39.61 14.11

Provision for Taxation:

Current Tax - 1.91

Tax Adjustments for earlier years - -

Profit/(Loss) after Tax (15.54) 8.10

Balance brought forward from last year 127.00 118.90

Adjustment on depreciation and Revaluation (2.90) - Reserve

Profit/(Loss) carried to Balance Sheet (108.56) 127.00

FINANCIAL PERFORMANCE

During the year under review, the Company recorded a profit of Rs. 24.07 lacs before depreciation and tax as compared to Rs.24.12 in the previous year. However, after providing for depreciation, as recalculated under the provisions of the Companies Act, 2013 and tax, the loss for the year under review was Rs. 15.54 lacs as compared to a profit of Rs. 8.10 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the year under review.

BOARD MEETINGS

During the year four Board Meetings were held. Details of the same are covered in the Corporate Governance Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Prabhakar Shevade (DIN 00843377) was appointed as Independent Director at the Annual General Meeting of the Company held on 24th September, 2014 for a term of 5 years i.e. upto closing of the 60th Annual General Meeting of the Company or upto 23rd September, 2019, whichever is earlier.

Mr. Sanjeev Jain (DIN 00119762) was appointed as Whole Time Director of the Company in the Annual General Meeting held on 24th September, 2015 for a period of 5 years w.e.f. 1st September, 2014.

Mr. G. S. Nayak (DIN 00138401) resigned as a Director of the Company w.e.f. 13th November, 2014.

Mr. K. Krishnamoorthy (DIN 02797916) was appointed as an Additional Director (Independent) on 6th February, 2015 and in accordance with the provisions of Section 161 of the Companies Act, 2013, he will hold office upto the ensuing Annual General Meeting. The Company has received a notice along with the requisite deposit from a member of the Company proposing the candidature of Mr. K Krishnamoorthy for his appointment as an Independent Director of the Company for a period of 5 years. The management is of the opinion that Mr. K. Krishnamoorthy''s vast experience in corporate matters will be of immense help to the Company and recommends his appointment.

Mrs. Drushti Desai (DIN 00294249) was designated as Non-Executive Non-Independent Director w.e.f. 6th February, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article 112 of the Articles of Association of the Company, Mrs. Drushti Desai (DIN 00294249) retires by rotation, and being eligible, offers herself for reappointment. The Board of Directors recommends her re-appointment.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of expertise in specific functional areas and names of companies in which they hold directorship and membership/chairmanship of committees of the Board, for persons seeking re-appointment/ appointment as Director under Item Nos. 2 and 4 of Notice as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges and as per provisions mentioned in Clause 1 (1.2.5) of the Secretarial Standard-2 - General Meetings issued by the council of the Institute of Company Secretaries of India and approved by the Central Government has been given in the annexure to Notice of the Annual General Meeting.

Ms. Hinal Kothari, Company Secretary was appointed as Chief Financial Officer on 29th May, 2014. She resigned as the Chief Financial Officer of the Company w.e.f. 13th November, 2014.

Ms. Ruta V. Dabke was appointed as Chief Financial Officer of the Company w.e.f. 6th February, 2015.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from Independent Directors of the Company confirming that they meet with the criteria of independence as per Section 149 of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Companies Act, 2013 provides for the formation and duties of various committees of the Board. The Company has in place the required Committees with specific defined roles, duties and responsibilities.

Details of the various committees, meetings held and attendance at the various committee meetings are given in the Corporate Governance Report.

BOARD EVALUATION

The Company has in place a Board Performance Evaluation Policy. In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and the other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, the Listing Agreement and other applicable regulations or guidelines. The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy & Board Performance Evaluation Policy is stated in the Corporate Governance Report which forms a part of this Annual Report.

VIGIL MECHANISM

The Company has put in place a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and is also posted on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

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

ii) appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its loss for the year ended as on that date;

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

iv) the annual accounts have been prepared on a going concern basis;

v) proper internal financial controls have been followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

Detailed note on internal financial control is given in the Management Discussion & Analysis.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company nor is there any existing Joint Venture as on 31st March, 2015.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act,2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in MGT-9 is annexed to this Report (Annexure 1).

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and they have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 141(3)(g)of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co., practising Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this Report (Annexure 2). The report does not contain any qualification, reservation or adverse remarks.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, ETC.

The provisions of Section 134 the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and The Companies (Acceptance) Rules, 2014. As on 31st March 2015, the Company had no unclaimed deposits or interest thereon due to any depositor.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or Court or Tribunals impacting the Going Concern status and the Company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

Risk is an integral and unavoidable component of business and the management is committed to managing the risk in a proactive and effective manner. The Company has adopted a systematic approach to mitigate risk associated with accomplishment of objective, operations, revenues and regulations. The Board of Directors, in its Meeting held on 5th August 2014, constituted a Risk Management Committee and adopted the Risk Management Policy. The objective of the policy is to lay down a framework whereby potential risk areas are identified and steps taken to mitigate such risks.

PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

Details of contracts and arrangements with related parties in form AOC-2 is annexed to this Report (Annexure 3). VOLUNTARY DELISTING OF SHARES

(a) Delisting from Pune Stock Exchange

The Company''s Securities are delisted from Pune Stock Exchange with effect from 11th April 2015.

(b) Delisting from Calcutta Stock Exchange

The Company''s Securities are delisted from Calcutta Stock Exchange with effect from 14th May 2015.

MANAGEMENT DISCUSSION & ANALYSIS

FINANCIAL REVIEW

During the year under review, the Company earned a profit of Rs. 24.07 lacs before depreciation and tax. However, after providing for depreciation, as recalculated under the provisions of the Companies Act, 2013 and tax, the loss for the year under review after tax was Rs. 15.54 lacs.

OUTLOOK

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2015. The medium-term to long-term growth prospects look positive in view of the Government''s determination to bring in reforms. For the year 2015, the economy is expected to grow at a higher rate than in 2014. The Government is undertaking steps to energize the economy and provide it with the much needed push to accelerate growth.

Your Company, being a foreign-held entity, continues to closely follow these developments. In the meanwhile, the Company will continue to invest the surplus funds in money-market instruments and utilise the assets of the company to generate revenues.

INTERNAL CONTROL SYSTEM

The Company has an appropriate system of internal control. The Company ensures adherence to internal control policies and procedures. Internal audit is conducted on a periodical basis to review internal controls. The Audit Committee of the Board of Directors reviews the reports of the internal audits conducted and the adequacy of internal control system.

HUMAN RESOURCE DEVELOPMENT

The Company maintains a core team to maintain the existing assets.

CAUTIONARY STATEMENT

Statement in this Management Discussion & Analysis describing the Company''s objectives and expectations may be a forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those, either expressed or implied.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. A certificate from the Auditors of the Company, M/s Lodha & Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION

Disclosure pursuant to Section 197(12) of The Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report (Annexure 4).

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

The Company has in place a Sexual Harassment Policy for prevention, prohibition and redressal of harassment of women employees at workplace. A Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received by the company during the year ended 31st March, 2015.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in the Auditor''s Report or Secretarial Audit Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support.

For and on behalf of the Board of Directors

R K Raje Sanjeev Jain Place: Mumbai Director Whole Time Director Date:7th August, 2015 (DIN 00112003) (DIN 00119762)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 55th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

SUMMARISED FINANCIAL RESULTS

(Rs. Lakhs)

Year ended Year ended 31.03.2014 31.03.2013

Income 106.45 95.44

Less: Expenditure 96.44 89.73

Profit/(Loss) before Tax 10.01 5.71

Provision for Taxation:

Current Tax 1.91 1.09

Tax Adjustments for earlier years - 1.91 0.04 1.13

Profit/(Loss) after Tax 8.10 4.58

Balance brought forward from last year 118.90 114.32

Profit/(Loss) carried to Balance Sheet 127.00 118.90

REVIEW OF OPERATIONS

During the year under review, the Company earned a profit ofRs. 8.10 lacs as compared to a profit of Rs. 4.58 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review and does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

During the year Mrs. K C Wazir (DIN 00138111) resigned as a Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ravindra K. Raje (DIN 00112003), Director retires by rotation, and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

Mr. Prabhakar Shevade (DIN 00843377) is being proposed for appointment as an Independent Director of the Company at the ensuing Annual General Meeting of the Company in accordance with the provisions of Section 149 of the Companies Act, 2013. The Board of Directors recommends his appointment as Independent Director for a period of 5 years.

Mr. Sanjeev Jain (DIN 00119762), Director of the Company has been appointed as a Whole Time Director of the Company for a period of 5 years with effect from 1st September, 2014 at the meeting of Board of Directors held on 5th August, 2014, subject to approval of the Members. His vast and rich experience is of immense benefit to the Company. Resolution seeking approval of the Member for appointment of Mr. Sanjeev Jain (DIN 00119762) as a Whole Time Director has been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about him.

The appointment of the Director is in compliance with the provisions of Sections 196,197 and 203 read with Schedule V the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time. The Board of Directors recommends his appointment as Independent Director for a period of 5 years without remuneration.

The appointment of the Directors is in compliance with the provisions of Section 164(2) of the Companies Act, 2013 read with rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold directorship and membership/chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Annexure to the Notice of the ensuing Annual General Meting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) That in the preparation of Annual Accounts for the financial year ended on 31st March, 2014, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

(b) That the Directors had 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 ended 31st March, 2014 and of the profit of the Company for that year;

(c) That the Directors had, as far as possible, 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, to the best of their knowledge and ability; and

(d) That the Directors had prepared the Annual Accounts for the financial year ended on 31st March, 2014 on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. Certificate from the Auditors of the Company, M/s Lodha & Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION ETC.

The provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore, the information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support.

For and on behalf of the Board of Directors

R K Raje Sanjeev Jain Place : Mumbai Director Director Date : 5th August, 2014 (DIN 00112003) (DIN 00119762)


Mar 31, 2013

The Directors have pleasure in presenting the 54th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2013.

SUMMARISED FINANCIAL RESULTS

(Rs. Lacs)

Year ended Year ended 31.03.2013 31.03.2012

Income 95.44 123.67

Less: Expenditure 89.73 108.62

Profit/(Loss) before Tax 5.71 15.05

Provision for Taxation:

Current Tax 1.09 2.84

Tax Adjustments for earlier years 0.04 1.13 - 2.84

Profit/(Loss) after Tax 4.58 12.21

Balance brought forward from last year 114.32 102.11

Profit/(Loss) carried to Balance Sheet 118.90 114.32

REVIEW OF OPERATIONS

During the year under review, the Company earned a profit of Rs. 4.58 lacs as compared to a profit of Rs. 12.21 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review and does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mrs. Drushti Desai, Director retires by rotation, and being eligible, offers herself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) That in the preparation of Annual Accounts for the financial year ended on 31st March, 2013, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

(b) That the Directors had 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 ended 31st March, 2013 and of the profit of the Company for that year;

(c) That the Directors had, as far as possible, 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, to the best of their knowledge and ability; and

(d) That the Directors had prepared the Annual Accounts for the financial year ended on 31st March, 2013 on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. Certificate from the Auditors of the Company, M/s Lodha & Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors'' Report.

CONSERVATION OF energy, RESEARCH & DEVELOPMENT, Technology ABSORPTION ETC.

The provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore, the information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support.

For and on behalf of the Board of Directors

R K Raje Sanjeev Jain

Director Director

Place : Mumbai

Date : 30th May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 53rt Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

SUMMARISED FINANCIAL RESULTS

(Rs. Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Income 123.67 73.22

Less: Expenditure 108.31 99.32

Profit/(Loss) before Tax 15.36 (26.10)

Provision for Taxation:

Current Tax 2.84 -

Tax Adjustments for earlier years - 0.74

Wealth Tax 0.31 3.15 0.39 1.13

Profit/(Loss) after Tax 12.21 (27.23)

Balance brought forward from last year 102.11 129.34

Profit/(Loss) carried to Balance Sheet 114.32 102.11

REVIEW OF OPERATIONS

During the year under review, the Company earned a profit of 712.21 lacs as compared to a loss of 727.23 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review and does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. G S Nayak, Director retires by rotation, and being eligible, offers himself for reappointment.

DIRECTORS'RESPONSIBILITY STATEMENT

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

(a) That in the preparation of Annual Accounts for the financial year ended on 31st March, 2012, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

(b) That the Directors had 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 ended 31st March, 2012 and of the profit of the Company for that year;

(c) That the Directors had, as far as possible, 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, to the best of their knowledge and ability; and

(d) That the Directors had prepared the Annual Accounts for the financial year ended on 31st March, 2012 on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

MANAGEMENT DISCUSSION & ANALYSIS

FINANCIAL REVIEW

During the year under review, the Company earned an income of 7123.67 lacs primarily on account of interest income. After providing for Depreciation and Income Tax, the profit for the year under review after tax was 712.21 lacs.

OUTLOOK

Indian economy has had an estimated growth of 6.9% in 2011-12 as compared to the 8.4% in 2010-11. The manufacturing sector is likely to show a growth of only 3.9% in GDP during 2011-12 as against the growth of 7.6% in 2010-11. High inflation due to persistently high crude petroleum prices throughout the year played spoilsport, oscillating within a band of 8% to 9%. This led to several rounds of interest rate hikes by the Reserve Bank to curb inflation and prevent overheating of the economy.

Continuing evil unrests in the Middle East and North Africa region and the Eurozone crisis continue to affect world economy. The Indian economy has also been affected due to these events but remains buoyant.

The risk remains in rising oil prices as also inflation and thus monetary tightening. However, there are also possible positives with revival in industrial and rural sector growth and continuing reforms. The medium to long-term growth prospects of the Indian economy remain positive.

The Company continues to explore various avenues and keep a close watch on the economic developments.

INTERNAL CONTROL SYSTEM

The Company has an appropriate system of internal control. The Company ensures adherence to internal control policies and procedures. Internal audit is conducted on a periodical basis to review internal controls. The Audit Committee of the Board of Directors also reviews the reports of the internal audits conducted and the adequacy of internal control system.

HUMAN RESOURCE DEVELOPMENT

The Company maintains a core team to maintain the existing assets.

CAUTIONARY STATEMENT

Statement in this Management Discussion & Analysis describing the Company's objectives, projections, estimates and expectations may be a forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. Certificate from the Auditors of the Company, M/s Lodha &Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION ETC.

The provisions of Section 217(i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore, the information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company. .

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support. For and on behalf of the Board of Directors

R K Raje Sanjeev Jain

Director Director

Place : Mumbai

Date : 11th August, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 52nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

SUMMARISED FINANCIAL RESULTS

Rs. in Lakhs Year ended Year ended 31.3.2011 31.3.2010

Income 73.22 94.97

Less: Expenditure 99.32 87.06

Profit/(Loss) before Tax (26.10) 7.91

Provision for Taxation:

Current Tax - 1.19

Tax Adjustments for earlier 0.74 - year

Wealth Tax 0.39 1.13 0.12 1.31

Profit/(Loss) after Tax (27.23) 6.60

Profit/(Loss) brought 129.34 122.74 forward from last year

Profit/(Loss) carried to 102.11 129.34 Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the Company incurred a loss of Rs. 27.23 lacs as compared to a profit of Rs. 6.60 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review and does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ravindra K. Raje, Director retires by rotation, and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) That in the preparation of Annual Accounts for the financial year ended on 31st March, 2011, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

(b) That the Directors had 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 ended 31st March, 2011 and of the loss of the Company for that year;

(c) That the Directors had, as far as possible, 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, to the best of their knowledge and ability; and

(d) That the Directors had prepared the Annual Accounts for the financial year ended on 31st March, 2011 on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

MANAGEMENT DISCUSSION & ANALYSIS

FINANCIAL REVIEW:

During the year under review, the Company earned an income of Rs. 73.22 lacs primarily on account of interest income. After providing for Depreciation and Income Tax, the loss for the year under review after tax was Rs. 27.23 lacs as compared to a profit of Rs. 6.60 lacs in the previous year.

OUTLOOK:

The earthquake and Tsunami in Japan caused widespread destruction of property and life. Civil unrests in the Middle East and North Africa region continue to affect world economy. The Indian economy remains one of the fastest growing economies of the world and has emerged rapidly from the slowdown caused by the global financial crisis of 2008. After dipping to 6.8% in 2008-09, the GDP has recovered sharply to 8% and projected growth is likely to be strong with support from the agriculture sector due to expectation of good monsoon. High inflation has emerged as a significant risk factor in sustaining India's growth. Metal and commodity prices are on the higher side and have contributed to rising input costs for India. The risk remains in rising oil prices as also inflation and thus monetary tightening. However, there are also possible positives with revival in industrial and rural sector growth and continuing reforms. The Index of Industrial Production data suggests that though there have been a few hiccups in industry and manufacturing, the medium to long-term growth prospects of the Indian economy remain positive.

The Company continues to explore investment avenues and keep a close watch on the economic developments.

INTERNAL CONTROL SYSTEM:

The Company has an appropriate system of internal control. The Company ensures adherence to internal control policies and procedures. Internal audit is conducted on a periodical basis to review internal controls. The Audit Committee of the Board of Directors also reviews the reports of the internal audits conducted and the adequacy of internal control system.

HUMAN RESOURCE DEVELOPMENT:

The Company maintains a core team to maintain the existing assets.

CAUTIONARY STATEMENT:

Statement in this Management Discussion & Analysis describing the Company's objectives, projections, estimates and expectations may be a forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirements stipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. Certificate from the Auditors of the Company, M/s Lodha & Co., confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors' Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION ETC.

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore, the information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks, shareholders, employees and other stakeholders for their valued support.

For and on behalf of the Board of Directors

R K Raje Sanjeev Jain Director Director

Place: Mumbai Date : 4th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 51st Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

Rs. in Lakhs Year ended Year ended 31.3.2010 31.3.2009

Income 94.97 80.14

Less: Expenditure 87.06 107.82

Profit/(Loss) before Tax 7.91 (27.68)

Provision for Taxation

Current 1.19 0.53

Fringe Benefit Tax 0.12 2.35

1.31 2.88

Tax Adjustments for earlier years - (24.40)

Profit/(Loss) after Tax 6.60 (6.16)

Profit brought forward from last year 122.74 128.90

Profit carried to Balance Sheet 129.34 122.74



REVIEW OF OPERATIONS

During the year under review, the Company earned a profit of Rs. 6.60 lacs as compared to a loss of Rs. 6.16 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review and does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

Mrs. Drushti R. Desai was appointed as an Additional Director on 27th January, 2010. She holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit from the member proposing her candidature for appointment as Director under Section 257 of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sanjeev Jain, Director retires by rotation, and being eligible, offers himself for reappointment.

A brief profile of the Directors proposed to be appointed/re-appointed is given in the Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) That in the preparation of Annual Accounts for the financial year ended on 31st March, 2010, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

(b) That the Directors had 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 ended 31st March, 2010 and of the profit of the Company for that year;

(c) That the Directors had, as far as possible, 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, to the best of their knowledge and ability.

(d) The Directors had prepared the Annual Accounts for the financial year ended on 31st March, 2010 on a going concern basis.

AUDITORS

M/s. Lodha & Company, Chartered Accountants, and Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment.

The Company has received a letter from them signifying their willingness to be reappointed as Statutory Auditors and have also confirmed that their reappointment, if made at the ensuing Annual General Meeting, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.



MANAGEMENT DISCUSSION & ANALYSIS

FINANCIAL REVIEW:

During the year under review, the Company earned an income of Rs. 94.97 lacs primarily on account of interest income. After providing for Depreciation and Income Tax, the profit for the year under review after tax was Rs. 6.60 lacs as compared to a loss of Rs. 6.16 lacs in the previous year.

OUTLOOK: *

2010 is expected to be a year of consolidation for the Indian economy following the global credit crisis and poor monsoon in the previous year. The GDP growth is likely to be strong with a possible support from the agriculture sector. Apart from the strength in the domestic economy, India is likely to also benefit from the global recovery. The risk remains in rising oil prices as also inflation and thus monetary tightening. However, there are also possible positives with revival in industrial and rural sector growth and continuing reforms.

The Governments actions will also play an important role in shaping the year ahead. The likely reforms in a number of areas including insurance, banking and taxes, augurs well for the medium to longer term health of the economy.

The Company continues to keep a close watch on the economic developments and explore investment avenues.

INTERNAL CONTROL SYSTEM:

The Company has an appropriate system of internal control. The Company ensures adherence to internal control policies and procedures. Internal audit is conducted on a periodical basis to review internal controls. The Audit Committee of the Board of Directors also reviews the reports of the internal audits conducted and the adequacy of internal control system.

HUMAN RESOURCE DEVELOPMENT:

The Company has a core team to maintain the existing assets.

CAUTIONARY STATEMENT:

Statement in this Management Discussion & Analysis describing the Companys objectives, projections, estimates and expectations may be a forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirements stipulated under clause 49 of the Listing Agreement. Report on the Corporate Governance is annexed hereto forming a part of this Report. Certificate from the Auditors of the Company, M/s. Lodha & Company, confirming compliance of the conditions of the aforesaid Corporate Governance, is annexed to and forms part of the Directors Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ETC.

The provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore, the information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Central and State Governments, statutory authorities, banks, vendors, shareholders, and employees for their continued interest and valued support.

For and on behalf of the Board of Directors

R. K. Raje Sanjeev Jain Director Director

Place : Mumbai Date : 26th May, 2010