Directors Report of IMEC Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting 27th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2015.

1. OPERATIONAL PERFORMANCE Rs.in Lacs

Financial Results 31.03.2015 31.03.2014

Sales & Other Income 22685.00 27648.84

Gross Profit/loss 24.00 90.84

Depreciation and Financial Charges 11.08 15.81

Profit/loss before Tax 12.92 75.03

Provision for Tax 3.35 25.56

Deferred Tax (Assets)/Liabilities 4.06 73.09

Profit/loss After Tax 5.51 (23.62)

Exceptional items - 4.30

Profit after exceptional items 5.51 (19.32)

Your company is engaged only in trading activities of various products including steel and agro commodities. Your company recorded a turnover of Rs. 22675.89 Lacs for the year ended 31st March, 2015 as compared to Rs. 27554.61 Lacs in the previous year and net profit of Rs. 5.51 Lacs as compared to loss of Rs. 19.32 Lacs in the previous year. However, the Company is exploring various other business opportunities so that margin can be improved. During the year, there is no change in the nature of the business of the company

2. DIVIDEND

Your Directors are not recommending any dividend for the period under review to conserve the recourses.

3. SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary Company viz. RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its Subsidiary Company.

The Gross Revenue of the subsidiary Company stood at Rs. 66,088.45 Lacs as compared to Rs. 74,153.88 in the Previous year. Profit before tax for the year stood at Rs. 343.96 Lacs as compared to Rs. 309.84 Lacs in the previous year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Wholly owned Subsidiary in Form AOC-1 is attached to the financial statements. The Company has no joint venture or associate Company.

None of the Companies which have become/ceased to be subsidiaries, JVs or associate Companies during the year.

4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND 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 of the Company to which the financial statements relate and the date of the report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Directors have nothing to report on the aforesaid matters as your company is not engaged in manufacturing has no foreign collaboration and has not exported or imported any goods or services.

6. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 and listing agreement the Company has framed a detailed Risk Management Policy for assessment of risk and determine the responses to these risks so as to minimize their adverse impact on the organization. The functional head of the Company shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board.

At present the Company has not identified any element of risk which may threaten the existence of the company.

7. DIRECTORS

Mr. Kailash Chandra Shahra (DIN - 00062698), Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers himself for re-appointment.

Mr. Umesh Shahra (DIN - 00061312), Managing Director was re-appointed for a period of three year w.e.f. 1st October, 2014.

Ms. Ishita Khandelwal (DIN - 06932629), Ms. Puneet Bedi (DIN - 02178816), Mr. Vijay K Mahajan (DIN - 01367496) and Mr. Navin Khandelwal (DIN - 00134217) were appointed as an Independent Directors w.e.f. 25th September, 2014.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

8. KEY MANAGERIAL PERSONNEL

During the financial year:

Mr. Arvind Mishra who ceased to be Director and appointed as a Chief Executive Officer (Key Managerial Personnel) of the Company;

Mr. Deepak Upadhyay (M. No. A 23717) was appointed as a Company Secretary cum Compliance officer in place of Mr. Shyam Sunder Agrawal, who resigned from the office of Company Secretary of the Company.

9. FIXED DEPOSITS

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

10. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, four Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Meeting and four Stakeholder Relationship Committee were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

ii) The directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

12. POLICY FOR APPOINTMENT OF DIRECTOR, KMP AND SENIOR MANAGEMENT AND THEIR REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, KMP and Senior Management and their remuneration. The said Policy is stated in the Corporate Governance Report.

13. AUDITORS

M/s Arun Maheshwari & Co., Chartered Accountants Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Further, the Company has received confirmation from the Auditors regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. Your board recommends their re-appointment.

14. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Sonal Kanungo & Co., a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit report is annexed herewith as "Annexure A"

15. AUDITORS' AND SECRETARIAL AUDITORS' REPORT

There are no qualifications or observations or adverse remarks made by the Auditors in Statutory and Secretarial Audit Report.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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.

17. RELATED PARTY TRANSACTIONS

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

18. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function and process, owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has framed Whistle Blower Policy and established a mechanism called the vigil mechanism for directors and employee to report concerns of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

The said Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

23. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-B forming part of the Annual Report. The said information maybe provided to the Members upon request.

24. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as part of Directors' Report.

25. DETAILS OF SEXUAL HARASSMENT COMPLAINTS

Details of complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

1. Number of complaint of Sexual harassment received in the year:- NIL

2. Number of complaint disposed off during the year:- NIL

26. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

28. LISTING AT STOCK EXCHANGES

The Company's Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

29. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(IX) of listing agreement.

30. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

31. ACKNOWLEDGMENT

The Directors wish to place on record their appreciation for the sincere co-operation extended by the shareholders, Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Place: Indore Kailash Chandra Shahra

Date : 10th August, 2015 Chairman

DIN: 00062698

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting 26th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31 st March 2014.

1. OPERATIONAL PERFORMANCE [Rs. in lacs] [Rs. in lacs]

Financial Results 31.03.2014 31.03.2013 (12 Months) (18 Months)

Sales & Other Income 27648.84 55478.03

Gross Profit/(Loss) 90.84 922.46

Depreciation and Financial charges 15.81 693.01

Profit/(Loss) before tax 75.03 229.45

Provision for Tax 25.56 45.91

Deferred Tax (Assets)/Liabilities 73.09 64.59

Profit/(Loss) after Tax (23.62) 118.95

Exceptional items 4.30 0.00

Profit after exceptional items (19.32) 118.95

Your company is engaged only in trading activities of various products including steel and agro commodities. Your company recorded a turnover of Rs. 27554.61 Lacs for the year ended 31st March, 2014 as compared to Rs. 55327.08 Lacs in the previous eighteen months and net loss of Rs. 19.32 Lacs as compared to Profit of Rs. 118.95 Lacs in the previous eighteen months. However, the Company is exploring various other business opportunities so that margin can be improved.

2. SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary Company viz. RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its Subsidiary Company. Further, a statement containing the particulars prescribed by general circular issued by Ministry of Corporate Affairs, Government of India for Company''s subsidiaries is also forming part of the Consolidated financial statements.

3. DIVIDEND

Your Directors express their inability to recommend any dividend for the period under review, due to the need for conserving funds.

4. DIRECTORS

(i) Mr. Veer Kumar Jain resigned from the Directorship w.e.f. 13th August, 2014.Your Directors place on record their appreciation for guidance given by him during his period.

(ii) The Board of Directors appointed Ms. Puneet Bedi and Ms. Ishita Khandelwal as additional Directors of the Company w.e.f. 13th August, 2014. They are also proposed to be appointed as Independent Directors in ensuing Annual General Meeting.

(iii) Mr. Umesh Shahra re-appointed as a Managing Director of the Company w.e.f. 1st October, 2014 for a period of three year subject to approval of Central Government, if required and Members.

(iv) Mr. Manish Jain, Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible, offers himself for re-appointment.

5. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as part of Directors'' Report.

6. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58Aof the Companies Act, 1956 and rules made there under. The Company has also complied the provisions of Sec.74 of the Companies Act, 2013 and rules made thereunder.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

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

(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;

(iv) That the Directors have prepared theAnnual Accounts on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo are nil during the period under review.

9. AUDITORS

M/sArun Maheshwari & Co.Chartered Accountants, Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their re-appointment.

10. AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is self-explanatory.

11. LISTING AT STOCK EXCHANGES

The Company''s Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

12. MD & CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

13. PARTICULARS OF EMPLOYEE''S

None of the employee of the company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amended)Act,1988 are nil.

14. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year.Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere co-operation extended by the shareholders,Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Kailash Chandra Shahra Chairman

Place: Indore Date : 13th August, 2014

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Mar 31, 2013

To, The Members

The Directors have pleasure in presenting 25th Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. OPERATIONAL PERFORMANCE

[ Rs. in lacs] [ Rs. in lacs] Financial Results 31.03.2013 30.09.2011 (18 Months) (18 Months)

Sales & Other Income 55478.03 101549.61

Gross Profit / (Loss) 922.46 3995.68

Depreciation and Financial Charges 693.01 2341.09

Profit / (Loss) before Tax 229.45 1654.59

Provision for Tax 45.91 329.77

Deferred Tax (Assets) / Liabilities 64.59 401.27

Profit / (Loss) after Tax 118.95 923.55

Exceptional Items 335.04

Profit after exceptional Items 118.95 1258.59

After transferring the Steel Division of the Company to its wholly owned subsidiary company namely, RSAL Steel Private Limited on 30th March, 2011, your Company is engaged only in trading activities of various products including steel and agro commodities. Your Company recorded a turnover of Rs. 55327.08 Lacs for the eighteen months ended 31st March, 2013 and net profit of Rs. 118.95 Lacs. As the previous year''s figures include the turnover from manufacturing activities which was transferred to subsidiary company hence, the same is not comparable with the figures of current year. However, the Company is exploring various other business opportunities.

SUBSIDIARY COMPANY

The Company is having a wholly owned subsidiary company viz RSAL Steel Private Limited which is engaged in manufacturing and trading of HR Coils, CRCA and other steel products. The Consolidated financial statements presented by the Company include the financial results of its subsidiary company. Further a statement containing the particulars prescribed by general circular issued by Ministry of Corporate Affairs, Government of India for Company''s subsidiaries is also forming part of the consolidated financial statements.

2. SALE OF COMPANY''S STEEL DIVISION

The Company has sold its Steel Division as a going concern with its Assets & Liabilities on as-is-where-is basis by way of ''Slump Sale'' to its wholly owned subsidiary company namely ''RSAL Steel Private Limited'' by entering into Slump Sale Agreement on 30th March, 2011. The Company has obtained the requisite sanctions/approvals from all its lender banks regarding transferring assets and liabilities from the Company to ''RSAL Steel Private Limited'' except transfer of Working Capital Term Loan (WCTL) from State Bank of India (SBI).

On 5th March, 2013, SBI granted the approval for transfer of WCTL from Ruchi Strips And Alloys Limited to RSAL Steel Private Limited. The Banks have approved the transfer of working capital limit and term loans with stipulation of corporate guarantee of our Company.

After receipt of approval the subsidiary company has taken steps to get registration of sale deed with Registrar, Dhar. Registration of sale deed is pending with them as and when the same will be completed our Company will take necessary steps to get satisfy the charges with Registrar of Companies.

3. DIVIDEND

Your Directors express their inability to recommend any dividend for the period under review, due to the need for conserving funds.

4. DIRECTORS

Mr. Arvind Mishra and Mr. Ashok Khasgiwala, Directors retire by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company and being eligible, offer themselves for re- appointment.

5. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as a part of Director''s Report.

6. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58A of the Companies Act, 1956 and rules made there under.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

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

(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;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo are nil during the period under review.

9. AUDITORS

M/s Arun Maheshwari & Co., Chartered Accountants, Auditors of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their reappointment.

10. AUDITOR''S REPORT

Report of the Auditors and their observations on the Accounts of the Company for the year under review is self- explanatory.

11. LISTING AT STOCK EXCHANGES

Company''s Equity Shares continues to be listed on Bombay Stock Exchange Limited (BSE).

12. CEO & CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

13. PARTICULARS OF EMPLOYEE''S

None of the employee of the Company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amended) Act,1988 are nil.

14. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere cooperation extended by the shareholders, Bankers and all other Government Agencies in carrying out the business of the Company.

By order of the Board of Directors

Place : Indore Kailash Chandra Shahra

Date : 9th August, 2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting 23rd Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. OPERATIONAL PERFORMANCE

(Rs. in lacs)

Financial Results 31.03.2010 31.03.2009

Sales & Other Income 67499.90 55398.58

Gross Profit/(Loss) 2907.53 (964.81)

Depreciation and Interest 2391.89 2349.76

Profit/(Loss) before Tax 515.64 (3314.57)

Provision for Tax 15.97 (29.43)

Deferred Tax (Assets)/Liabilities 175.18 1126.71)

Profit after Tax 324.49 (2158.43)

2. DIVIDEND

Due to inadequate profit of the Company in financial year 2009-10, your Directors express their inability to recommend any dividend for the year under review.

3. DIRECTORS

Shri Ashok Khasgiwala, Shri Manish Jain and Shri Navin Khandelwal, Directors retire by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company and being eligible, offer themselves for re-appointment.

During the current year, Shri Santosh Kumar Shahra, Vice-Chairman of the Company has resigned from the Board after serving for more than 21 years. We sincerely appreciate and acknowledge the valued contribution made by him in the success and growth of the Company.

4. CORPORATE GOVERNANCE

Corporate Governance Report is enclosed as a part of Directors Report.

5. FIXED DEPOSITS

During the Financial Year, Company has accepted deposits in accordance with provisions of Section 58A of the Companies Act, 1956 and rules made there under.

6. PREFERENTIAL ALLOTMENT OF 95,47,075 EQUITYSHARES

The Board of Directors at their meeting held on 25* January 2010 have allotted 95,47,075 equity shares of Rs. 10/-each at premium of Rs. 1.05 per equity share on preferential basis to promoters and others and has complied with all applicable provisions.

7. ALLOTMENT OF 9,50,000 5% NON -CUMULATIVE REDEEMABLE PREFERENCE SHARES OF RS. 100/- EACH

The Board of Directors at their meeting held on 14th December, 2009 have allotted 9,50,000, 5% Non Cumulative Redeemable Preference Shares of Rs. 100/- each to its existing preference shareholders and has complied with all applicable provisions.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board confirms:

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

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

(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;

(i v) that the Directors have prepared the Annual Accounts on a going concern basis.

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

Details of Energy conservation and Research and Development activities undertaken by the Company alongwith the information in accordance with the provisions of section 21 7 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given as Annexure to this Report.

10. AUDITORS

M/s Arun Maheshwari & Company, Chartered Accountants, Auditor of the Company hold office upto the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your board recommends their reappointment.

11. AUDITORS REPORT

Auditors Report is self-explanatory except qualification regarding confirmation and reconciliation of balances of debtors, creditors, advances and deposits. The same has been explained at Note no. 15 of Notes on Accounts.

12. LISTING AT STOCK EXCHANGES

Companys Equity Shares continue to be listed on Bombay Stock Exchange Limited (BSE).

13. CEO &CFO CERTIFICATION

The Board of Directors have received certificate from Managing Director and CFO under Clause 49(v) of listing agreement.

14. PARTICULARS OF EMPLOYEES

None of the employee of the company was paid remuneration in excess of the limit. Therefore, the particulars of employees, as required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules,1975, as amended by the Companies (Amendment) Act, 1988 are nil.

15. INDUSTRIAL RELATIONS

Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives, staff and workers at all levels.

16. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere cooperation extended by the shareholders, Bankers and all other Government Agencies in carrying outthe business of the Company.

By Order of the Board of Directors

Place: Indore Kailash Chandra Shahra

Date : 25th August, 2010 Chairman