Directors Report of Oasis Securities Ltd.

Mar 31, 2015

Dear Members,

Your Directors present before you the Twenty-Eighth Annual Report and the Audited Accounts for the year ended 31st March, 2015.

Financial Results (Rs. in Lakhs)

Year ended Year ended

31.03.2015 31.03.2014

Sales and Other Income 717.16 2,335.35

Profit/ (loss) before Depreciation and Tax 4.80 21.61

Depreciation 0.22 0.01

Profit / (Loss) before Tax 4.58 21.60

Tax Expenses 0.93 4.13

Profit after taxation 3.65 17.47

REVIEW OF OPERATIONS

Economic conditions during the past year were surprisingly weaker compared to expectations. Despite that, the company was able to squeeze out better performance in its margins. Although turnover has fallen, due to fewer trading opportunities, the operating profits did not drop as much. In fact, profits would have been lower only by 16% had it not been for the provisions for bad loans. We continue to be optimistic for the future, pinning our hopes for economic recovery on the new Central Government. A wave of reforms will bring with it significant business opportunities, of which the financial services sector will be a major beneficiary.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserves. The accumulated profit has been retained in the Profit and Loss Account, which forms a part of the total Reserves and Surplus.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

DIVIDEND

With a view to conserve resources and to be prepared for financial opportunities, your Directors do not recommend any dividend for the Financial Year 2014-15.

INFORMATION IN ACCORDANCE WITH SECTION 134 (3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business.

During the year, eleven Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Anil Kumar Bagri (DIN No. 00014338), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Ms. Smita Naresh Pachisia (DIN 07141023) has been appointed as an Additional Director with effect from 31st March, 2015 by the Board of Directors of the Company and Independent Director in compliance with Section 149 of the Companies Act, 2013. By virtue of Section 161(1) of the Companies Act, 2013 she would hold office upto the date of the ensuing Annual General Meeting.

Necessary resolution seeking approval of members for her appointment has been incorporated in the Notice of the ensuing Annual General Meeting of the company along with brief details about her. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

Mr. Naresh Pachisia (DIN: 00015207), ceased to be the Director of the Company with effect from 31st March, 2015. The Board placed on record the sincere appreciation of the valuable advice rendered by him during his tenure as Director of the company.

Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed the following persons as Key Managerial Personnel effective from 15th December, 2014:

Mr. Indra Kumar Bagri - Chief Executive Officer

Mr. Narendra Kumar Thanvi - Chief Financial Officer

Ms. Kirti Mool Chand Jain - Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Vimal Damani (DIN: 00014486) and Mrs. Smita Naresh Pachisia (DIN 07141023) who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has constituted/ reconstituted Committees. Currently the Board has the following Committees:

Audit Committee

Nomination & Remuneration Committee Share Transfer & Grievance Committee

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of Mr. Vimal Damani, Ms. Smita Pachisia and Mr. Anil Kumar Bagri as members.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company in compliance with Section 178 of the Companies Act, 2013.

As per the policy, the Nomination and Remuneration Committee recommend to the Board appointment, re-appointment of Directors, and Key Managerial Personnel and determination, fixation and revision of their remuneration and is approved by the Board of Directors, subject to the approval of shareholders, wherever necessary.

The objective and broad framework of the Company's Remuneration Policy is to consider and determine the remuneration, based on the performance and growth of the company, the current trends in the industry, the experience of the appointee, their past performances and other relevant factors.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

The annual evaluation was carried out in following manner:

Sr. Performance evaluation of Performance evaluation performed No by

1 Board and individual Board seeking inputs from all the directors Directors.

2 Individual directors Nomination and Remuneration Committee

3 Non-independent directors; Separate meeting of Independent the Board as a whole and Directors,taking into account of the Chairman the views of executive directors and non-executive directors

4 Board, its committees and Board meeting held after the individual directors meeting of the Independent Directors, based on evaluation exercise carried out above.

Criteria for performance evaluation was as follows:

Sr. Performance Criteria No evaluation of

1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc

2 Directors Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his/her role.

DIRECTORS RESPONSIBILTY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have been taken 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;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

Associate Company:

During the year under report, Azure Capital Advisors Pvt. Ltd., Bengaluru has become the Associate Company by virtue of Section 2(6) of the Companies Act, 2013.There has been no change in the nature of the business of the associate company. It is the business of managing real estate funds since November 2010. Its performance for the last year is given below:

Azure Capital Advisors Pvt. Ltd.

Turnover witnessed a sharp drop from Rs. 173 lakhs to Rs. 104 lakhs. The extensive cost-cutting measures, however, paid off, and along with a sharp drop in finance costs, resulted in the company swinging from a loss of Rs. 36 lakhs in the previous year to a profit of Rs. 19 lakhs in the last financial year. The average AUM of Azure increased to Rs. 43 crores from Rs. 41 crores in the previous financial year. The life of the fund is till October 2016, with an option to extend it further by one year.

Extract of Annual Return

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

Auditors

M/s Aalok Mehta & Co, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s Aalok Mehta & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015. The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks.

As regards remarks of the secretarial auditors, the company has filed with the Registrar of Companies the Form MGT-14 in respect of resolution passed by the Board on 17.03.2015 for borrowing.

INFORMATION IN ACCORDANCE WITH SECTION 134(3) OF THE ACT READ WITH COMPANIES (ACCOUNTS) RULES, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given. There was no foreign exchange earnings and outgo during the year under report.

PARTICULARS OF EMPLOYEES

The company does not have any employee whose information is required to be given under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

SAFETY, ENVIRONMENT AND HEALTH:

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure V.

CORPORATE GOVERNANCE REPORT

As per SEBI's circular no. CIR/CFD/POLICYCELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the OSL family.

For and on behalf of the Board

Indra Kumar Bagri Chairman & CEO Place: Mumbai Date: May 29, 2015

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Mar 31, 2014

To All the Members

The Directors present before you the Twenty-Seventh Annual Report and the Audited Accounts for the year ended 31st March, 2014.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income 2335.35 914.67

Profit/ (loss) before Depreciation and Tax 21,60 (33.47)

Depreciation 0.01 -

Profit/(Loss) before Tax 21.59 (33.47)

Tax Expenses 4,13 -

Profit after taxation 17.47 (33.47)

Operations:

Despite tough operating conditions, your company managed to recover part of its losses of the prior year. We are optimistic of taking the company back on the path of consistent profitability.

Future Prospects:

The new government heralds the dawn of a new era of governance in this country. The stock markets have already given a resounding round of applause, and we expect the general business conditions of the economy to follow suit. We look forward to better times ahead.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(lXe) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2014-15 have been paid.

Directors

Mr. Indra Kumar Bagri ((holding DIN: 00014384), Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

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

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

ii) Such accounting policies have been selected which have been applied consistently and 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 in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) 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 have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

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

Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2014 is attached hereto.

Auditors

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come. -

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Place: Mumbai

Date: June 30,2014 Sd/-

India Kumar Bagri Chairman

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Mar 31, 2013

To All the Members

The Directors present before you the Twenty-Sixth Annual Report and the year ended 31st March,2013.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03,2013 31.03.2012

Sales and Other Income 914.67 130.87

Profit/ (loss) before Depreciation and Tax (33,47) 6.22

Depreciation - -

Profit / (Loss) before Tax (33-47) 6.22

Provision for Tax - -

Profit after taxation (33.47) 4.58

Transfer to Statutory Reserves (RBI Act) - 0.79

Provision for Deferred Tax - 3.79

Profit transferred to Balance Sheet - 3.79

Operations:

Despite the utmost of care, the volatile markets did manage to hurt our bottoming. We are hope profit that we will recover from it, but the markets continue to be extremely challenging and the business environment continues to be very grim.

Future Prospects: .

The present economic scenario demands that we focus more on capital preservation than on growth, which is what we are doing at the moment. We believe that an opportunity for growth will arrive once again in the not-so-distant future. Till then, we continue to watch the scenario careful.;.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 21/(1 hits of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fee; for the Year 2013-14 have been paid.

Directors

Mr. Anil Bagri, Director of the company would retire by rotation at the ensuing Annual General

Meeting of the company and is eligible for re-appointment.

Deposits .

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

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

i) In the preparation of the annual accounts, the applicable accounting stand aids have been followed;

ii) Such accounting policies have been selected which have been applied consistently and 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 in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period; _

iii) 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 have been taken,

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees .

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

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2013 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and arc eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

May 30,2013 sd/-

India Kumar Bagri

Chairman

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Mar 31, 2012

To All the Members

The Directors present before you the Twenty-Fifth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

Financial Results

(Rs. in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Sales and Other Income 130.87 421.94

Profit before Depreciation and Tax 6.22 165.85

Depreciation - -

Profit / (Loss)before Tax 6.22 165.85

Provision for Tax 1.64 31.77

Profit after taxation 4.58 134.08

Transfer to Statutory Reserves (RBI Act) 0.79 26.81

Provision for Deferred tax 3.79 2.56

Profit transferred to Balance Sheet 3.79 109.83

Operations:

Your Company is now focusing on its NBFC activities. Given the tough economic scenario, there is a lot of demand for debt. Care, however, has to be taken about the quality of the lender, for even banks are suffering from a substantial increase in non-performing assets.

Future Prospects:

As mentioned above, your Company is now focusing on its NBFC activities and looking for avenues for further growth in this area. The economic scenario continues to be grim with no respite in sight. It is important, therefore, to proceed with caution, and your company shall take full care on this front.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2012-13 have been paid.

Directors

Mr. Naresh Pachisia, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Deposits

The Company has not invited any deposits from the public.

Directors'' Responsibility Statement:

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

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

ii) Such accounting policies have been selected which have been applied consistently and 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 in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period;

iii) 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 have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

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

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 3 83A of the Companies Act. 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment. .

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

September 03, 2012 sd/-

Indra Kumar Bagri Chairman

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Mar 31, 2010

The Directors present before you the Twenty-Third Annual Report and the Audited Accounts for the year ended 31st March, 2010.

Financial Results

(Rs. in Lakhs) Year ended Year ended 31.032010 31.03.2009

Sales and Other Income 221.49 100.15

Profit before Depreciation and Tax 6.59 (65.15)

Depreciation 15.46 15.37

Profit/(Loss)before Tax (8.87) (80.52)

Provision for Tax - 2.20

Provision for Deferred tax 1.85 1.34

Profit / (Loss) after Taxation (7.02) (84.06)

Profit after Tax transferred to Balance sheet (7.02) (84.06)

Operations:

In the current year, the Company has transferred its undertaking comprising of its Broking (the Trading Membership of National Stock Exchange Limited (NSE)) and Depository Businesses (being a Depository Participant of National Securities Depository Limited (NSDL)) after obtaining the necessary approvals of the Regulatory Authorities.

Future Prospects

The company intends to keep its options open in the future, and for now will continue with its business of investments and trading.

Particulars under Section 217(1 )(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning and outgo during the year under report.

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited. The Listing Fees for the Year 2010-11 have been paid.

Directors

Mr. Vimal Damani, Director of the company would retire by rotation at the ensuing Annual General Meeting of the company and is eligible for re-appointment.

Mr. Ashok Pandey resigned as Director of the company effective from June 10, 2010. The Board places on record the sincere appreciation of valuable service rendered by him during his tenure as Director of the company.

Deposits

The Company has not invited any deposits from the public.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following.

i) In the preparation of ths annual accounts, the applicable accounting standards have been followed;

ii) Such accounting policies have been selected which have been applied consistently and 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 in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period;

iii) 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 have been taken;

iv) The Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

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

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act. 1956 in respect of the financial year ended on March 31,2010 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Mumbai

August 24,2010 Sd/-

Indra Kumar Bagri

Chairman