Directors Report of S Kumars Online Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 16thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2015 for your perusal, consideration and adoption.

State of Affairs of the Company:

Particular Unconsolidated 2014-15 2013-14

Total Revenue 27,46,408 86,45,797

Less :- Total expenditure (85,88,502) (1,23,04,166)

Profit (Loss) before Exceptional and Extraordinary items

and Tax (58,42,094) (36,58,369) (58,53,731)

Exceptional item - -

Profit (Loss) before Extraordinary (58,42,094) (36,58,369) items and Tax

Extraordinary items - -

Profit (Loss) before Tax (58,42,094) (36,58,369)

Tax: Current Tax - -

Tax relating to Prior Years

Deferred Tax (Liability)/Assets (1,35,703) 2,75,790

Profit (Loss) for the year before (57,06,391) (39,34,159) minority interest

Minority interest (share of loss - - transferred to minority)

Profit (Loss) after Tax (PAT) (57,06,391) (39,34,159)

Less:- Appropriation:

Adjustment relating to fixed Assets 3,31,686 -

Balance brought forward from (37,56,84,534) (37,17,50,376) previous year

Balance carried to balance sheet (38,17,22,611) (37,56,84,534)

Particular Consolidated 2014-15 2013-14

Total Revenue 27,46,408 86,45,797

Less :- Total expenditure (86,00,139) (1,23,10,385)

Profit (Loss) before Exceptional and Extraordinary items

and Tax (58,42,094) (36,64,587)

Exceptional item - -

Profit (Loss) before Extraordinary (58,53,731) (36,64,587) items and Tax

Extraordinary items

Profit (Loss) before Tax (58,53,731) (36,64,587)

Tax: Current Tax

Tax relating to Prior Years 32,699 -

Deferred Tax (Liability)/Assets (1,35,703) 2,75,790

Profit (Loss) for the year before (57,50,727) (39,40,377) minority interest

Minority interest (share of loss 53 7 transferred to minority)

Profit (Loss) after Tax (PAT) (57,50,673) (39,40,370)

Less:- Appropriation:

Adjustment relating to fixed Assets 3,31,686 -

Balance brought forward from (37,56,84,099) (37,17,43,729) previous year

Balance carried to balance sheet (38,17,66,458) (37,56,84,099)

Review of operations:

There is no change in the nature of business of the company. During the year under review, your Company earned a total income of Rs. 27,46,408/- as compared to a total income of Rs. 86,45,797/- of the Previous Year and a net loss after tax of Rs. 57,06,391/- as compared to net loss after tax of Rs. 39,34,159/- of previous year.

Dividend:

In view of overall accumulated losses, the directors express their inability to recommend any dividend on Equity Shares for the current financial year.

Public Deposits:

Your 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.

Cautionary Statement:

Statement in this Management Discussion and Analysis Report deals with Company's objectives, projections, estimates, expectations and predictions. The expectations of the management are regarded as forward looking statements with meaning of applicable securities, laws and regulations. These 'forward looking statements' are inherently subject to risks and uncertainties, beyond the control of the Company or its management. Many factors could cause the actual results, performance and achievements of the Company to be materially different from any future results, performances or achievement that may be expressed or implied by such forward looking statements. S Kumar Online Limited shall not be liable for any loss which may arise as a result of any action taken on the basis of the information contained herein nor would be under any obligation to update the forward looking statements to reflect developments of events of circumstances hereafter.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

Composition of the Board:

Name Designation Appointment





1. Mr. Ramesh Gangwal Chairman & Independent Director 13/04/2007

2. Mr. Rudra Narain Jha Independent Director 19/05/2007

3. Mr. Omprakash P. Whole Time Director 25/10/2004 Pacheria

4. Ms. Chandra Mundhra Non-executive Director 26/03/2009

Name Cessation % of increase/ decrease in the remuneration during the financial year

1. Mr. Ramesh Gangwal - -

2. Mr. Rudra Narain Jha - -

3. Mr. Omprakash P. - - Pacheria

4. Ms. Chandra Mundhra - -

Board Independence:

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:-

1) Mr. Ramesh Gangwal

2) Mr. Rudra Narain Jha

The Company has received a declaration from the Independent Director(s) that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 is annexed in Annexure II, which forms part of this report.

Director's Responsibility Statement:

Pursuant to Section 134(5) read with Section134(3)(c) of the Companies Act, 2013, in best of their knowledge and belief, the Board of Directors confirm that:

a. In preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to true and fair view of the affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. 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.

Explanation.—For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, The Auditors M/s. Shyam Malpani & Associates, Chartered Accountants, who were appointed as statutory auditors of the Company from the conclusion of the Fifteenth Annual General Meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the Eighteenth Annual General Meeting (AGM) of the Company subject to ratification of their appointment at every AGM at a remuneration (including term of payment) to be fixed by Board of Directors of the Company, plus service tax and such other tax(es), as may be applicable & reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company.

Explanation on qualifications in Auditors' Report

The Management is constantly trying to introduce new e-Commerce business model and revival of the IT Management Consultancy segment of the Company to eradicate cash flow mismatches and negative net worth of the Company. Management is confident that in near future, Company will be in revival mode and thereby going concern will not be affected.

Explanation on qualifications in Secretarial Auditors' Report

Company had constantly tried to hire a qualified person for the position of Company Secretary but due to adverse financial position of Company there was a delay to find suitable condidate. However, Company has appointed a Company Secretary in the current financial year w.e.f. 15.06.2015. Regarding borrowings in contravention of Section 180(1)(c), such borrowings had been made in good faith and in the interest of company. However, management is in process to take approval of the shareholders in compliance of Section 180(1)(c) at forthcoming Annual General Meeting. Company had filed e-form 20B well within time limit specified by the Act. A list of shareholders was attached with the e-form. However due to a clerical mistake while filing e-form, Company was supposed to submit a separate list of shareholders in CD with Registrar of Companies, Mumbai (Maharashtra). Company is in process to send a CD to Registrar of companies, Mumbai

(Maharashtra) for approval of E-form 20B. There were delays in filing of e-forms due to unavoidable circumstance, However Company had filed the same with Registrar of Companies, Mumbai (Maharashtra) with additional fees. Company had constantly tried for filing of E-form MGT-15 but due to some technical reason we are unable to file the same. However, Company is in process to file the said e-form with additional fees with Registrar of Companies, Mumbai (Maharashtra). Secretarial Audit Report is attached as Annexure III.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Secretarial Standards etc. issued by the regulatory bodies.

Internal Audit

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Whole Time Director.

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 Auditor, 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.

Board Meetings:

During the financial year there were 4 board meetings on following dates:

Sr. No. Date

1 22.05.2014

2 04.08.2014

3 14.11.2014

4 10.02.2015

Annual Evaluation of Board's and Committee's Performance:

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 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director 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 Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and of the Chairman was evaluated, taking into account the views of executive and non- executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

Conservation of energy, technology absorption and Foreign Exchange Earning & Outgo:

A. Conservation of Energy:

During the year under review the Company has not spent any amount on conservation of energy. Hence the Company has nothing to report as per the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rule, 2014.

B. Technology Absorption:

During the year under review the Company has not absorbed any technology and hence the Company has nothing to report as per the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rule, 2014.

Composition of Committees and other related details:

The Composition of various committees and other related details are disclosed in Corporate Governance Report forming part of this Annual Report.

Vigil Mechanism

The company has a policy on vigil mechanism and the same has been kept on the website of the company.

Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

Our Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to create a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment.

During the financial year 2014-15, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibly are not applicable to the Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Particulars of Contracts or arrangements with related parties

Your Company has not entered into any contracts or arrangements of material nature with related parties i.e. Directors or their relatives, which may conflict with the interest of the Company at large. The details of the related party transactions, if any, are disclosed in the financial section of this Annual Report.

Particulars of loans, guarantees or investments under section 186:

Your Company has not given any loans, guarantee or made any investments in contravention of section 186 of the Companies Act, 2013. The particulars of loans, guarantees and investments, if any, are disclosed in the financial section of this Annual Report.

Particulars of Employees:

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are given below:

1) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors with Category Ratio to median remuneration

Mr. Ramesh Gangwal - Non-Executive Independent Chairman -

Mr. Rudra Narain Jha - Non-Executive Independent Director -

Ms. Chandra Mundhra - Non-Executive Director -

Mr. Omprakash P Pacheria - Whole-Time Director 3.86

2) The percentage increase in remuneration of each director, chief financial officer, in the financial year:

There was no increment in remuneration of any director, chief financial officer in the financial year.

3) The percentage increase in the median remuneration of employees in the financial year : None

4) The number of permanent employees on the rolls of Company : 6 (Six)

5) The explanation on the relationship between average increase in remuneration and Company performance:

There was no increment in remuneration. Hence matter did not arise for giving relationship between average increase in remuneration and Company performance.

6) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Your Company incurred heavy losses for the last few years and also during the financial year 2014- 2015, hence it is not justifiable to compare the remuneration of the Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 2014-15(Rs. in Lacs) 13.48

Revenue (Rs. in Lacs) 27.46

Remuneration of KMPs (as % of revenue) 49.09

Profit before Tax (PBT) (Rs. in Lacs) -58.42

Remuneration of KMP (as % of PBT) Not ascertainable

7) a) Variations in the market capitalisation of the Company, price earnings ratio as at the

closing date of the current financial year:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalisation 6.81 1.89 260.32 ( Rs. in crores)

Price Earnings Ratio -11.9 -4.71 152.65

b) Previous financial year Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31,2015 November 1, 1999 % Change (IPO opening date)

Market Price (BSE) 2.38 10 -76.2

8) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

As per record of the Company, no increment is made during the financial year 2014-2015 in the salaries of employees and KMPs. Hence matter did not arise for aforesaid comparison and giving any justification thereof.

9) Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Your Company incurred heavy losses for the last few years and also during the financial year 2014- 2015, hence it is not justifiable to compare the remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars / KMPs Mr. Omprakash P. Pacheria Mr. Sameer Patil Whole Time Director Chief Financial Officer (w.e.f. 14.11.2014)

Remuneration of KMP in 10.52 2.96 FY 2014-15(Rs. in Lacs)

Revenue (Rs. in Lacs) 27.46 27.46

Remuneration of KMP 38.31 10.78 (as % of revenue)

Profit before Tax (PBT) -58.42 -58.42 (Rs. in Lacs)

Remuneration of KMP ) Not ascertainable Not ascertainable (as % of PBT

10) The key parameters for any variable component of remuneration availed by the directors:N.A.

11) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:None

12) Affirmation that the remuneration is as per the remuneration policy of the Company:

Your Company affirms that the remuneration is as per the remuneration policy of the Company.

4) There is no employee drawing remuneration covered under section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Subsidiaries:

During the year under review 'e-Assurance Services (India) Ltd' is the only subsidiary of the Company.

The said subsidiary is non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd.

Pursuant to Section 129(3) of the Companies Act, 2013, where a company has one or more subsidiaries, the Company has required to attach with its Annual Report, a consolidated financial statement of the Company and of its subsidiaries. The same has been attached with this Annual Report.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Corporate Governance:

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49. A separate report on Corporate Governance, along with a certificate of Statutory Auditor, is annexed with this. A certificate from the Whole Time Director and Chief Financial Officer of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31,2015 was placed before the Board of Directors and the Board has noted the same. A list of the committees and other related information is detailed in the enclosed Corporate Governance Report.

Further there is no revision in financial statements or board report u/s 131 of the Companies Act 2013 made by the company.

Acknowledgements:

The Directors thank the Company's customers, franchisees, contractors, vendors, bankers, Government & other authorities and the shareholders for their support to the Company. The Directors also sincerely acknowledge the contribution made by all the employees for their services to the company.

Place : Mumbai For and on behalf of the Board of Directors Date : 12th August, 2015

O. P. Pacheria R. N. Jha Whole Time Director Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present this 15th Report on the business and operations of your Company along with the Annual Report and Audited Balance Sheet as at 31st March, 2014 and Profit and Loss Account and Cash Flow Statement for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

Financial Results Year Ended Year Ended March 31,2014 March 31,2013 (Audited) (Audited) Amount in Rs. Amount in Rs.

Total Income 86,45,797 1,71,31,780

Less: Total Expenditure (1,23,04,166) 4,27,41,433)

Profit / (Loss) before taxation & Exception item (36,58,369) (2,54,23,653)

Less: Provision for Taxation

Current Tax - -

Deferred Tax (Liability)/Assets (2,75,790) (57,107)

Prior period adjustment & Exceptional items - 2,58,18,209

Profit / (Loss) after taxation (39,34,159) 3,37,450

Balance brought from previous year (37,17,50,376) (37,20,87,824)

Balance carried to Balance sheet. (37,56,84,534) (37,17,50,376)

Review of operations:

During the year Company continued with its IT Management Consultancy and Equipment Renting business. During the year, Company discontinued its E-Commerce business as it was not yielding as predicted. The Company is exploring new ideas in other segments as well.

Dividend :

In view of overall accumulated losses, the Directors express their inability to recommend any dividend on Equity Shares for the current financial year.

MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure and Developments:

Slothful business due to Immense competition among the e-Commerce sector forced us to keep ourselves In the back foot for considerably long span during the year. It Is the snapping factor responsible for our declined business growth & development and ulti- mately resulted In closing the E-Commerce unit. However the Company continued with Its I. T. Management consultancy services and "Movlegear" Equipment Rental business during the year.

Industry Outlook:

Over the last 3 years we have put In place several business strategies and created a stronger platform to support the growth of the company, while successfully combating various external challenges. We had curtailed the e- commerce business during the year. We will look to expand our presence primarily in other segments.

Opportunities and Threats:

The Company recognizes the need to accelerate ability to connect more deeply with our customers to enable true transformation. The domestic e-Commerce market too is coming into its own and witnessing a high degree of merger and acquisitions activity, involving some of the key players in the market. Increasing IT usage and adoption within the country is enhancing competitiveness of the Indian economy and the user community. Indian businesses, that are using e-Commerce, as an enabler, are becoming increasingly competitive in the global arena.

The demand environment will continue to remain buoyant in the coming fiscals due to increased e-Commerce spend by organizations as well as greater acceptance of the global delivery model. Due to immense competition the company is facing threat to its e- Commerce business.

Segment - wise performance:

During the year the your Company operated in three segments viz.,

1. E-Commerce;

2. I. T. Management Consultancy;

3. Equipment Rental;

Research and Development::

Our Research and Development (R & D) focus is to drive innovation in all areas of our business, resulting in improvements in product quality, cost savings, higher efficiencies. We have integrated our R&D practices to operate in cope with all our businesses and various product categories. We leverage R&D activities to keep well informed of changing consumer preferences. This includes consumer studies to gauge feedback on new products, modifying products to suit consumer tastes and adding features and variants to existing products to provide alternative solutions to our consumers.

Risks and Concerns:

Your Company has an elaborate risk management procedure, which is entirely based on different parameters related to business operations. Some of the risks relate to competitive intensity and cost volatility. Major risks identified by the Audit Committee are systematically addressed. These are discussed with both Board and Audit Committee. These are routinely tested and certified by Statutory Auditors and cover all offices, divisions and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

Internal control system and their adequacy:

Your Company has proper and adequate system of internal controls, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and commercial transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of external audits and periodic review by the management.

The system is designed to adequately ensure that financial and other records are reliable for presenting financial information and other data and maintaining accountability of assets.

Financial Performance:

This is summarized as follows: (Tin lacs) 2013-14 2012-13

Income from Operations 85.35 169.51

Profit / (Loss) before tax (36.58) 3.95

Net Profit / (Loss) (39.34) 3.37

Human Resource:

Your Company regularly organizes in-house training programmes for employees to improve operational efficiency. Company''s strategy is to recruit qualified and talented employees.

Subsidiaries:

During the year under review ''e-Assurance Services (India) Ltd'' is the only subsidiary of the Company.

The said subsidiary is non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report, the Directors'' Report and financial statements as well as the Company''s interest in the Subsidiary Company. Accordingly, all the above details pertaining to e-Assurance Services (India) Limited have been annexed and form part of this report.

Directors:

Smt. Chandra Mundhra, who retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible, offers herself for reappointment at the said Annual General Meeting. The Board recommends her re-appointment.

Mr. Ramesh Gangwal And Mr. Rudra Narain Jha have given a declaration to the board that they meet the criteria of Independence as provided under Section 149(6) of the Act. In the opinion of the Board, each of these directors fulfil the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and they are independent of the management.

Auditors:

The Auditors M/s. Shyam Malpani & Associates, Chartered Accountants, Mumbai, who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for reappointment. Members are requested to appoint them as Auditors and authorize the Board to fix their remuneration.

Auditors Qualifaction:

a) Company is taking all reasonable efforts to appoint a Whole - Time Secretary. However, the Company has appointed a semi - qualified Company Secretary for looking after all the secretarial & compliance related work. Company is also taking services of full-time practicing Company Secretary for timely and proper secretarial compliances.

b) The Company does not have a formal internal audit system at any time during the year under review. However the Company has its own internal check and audit mechanism in place.

Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in the best of their knowledge and belief, your Directors make the following statement:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2014 and of loss of the company for the year under review.

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing / detecting fraud and other irregularities.

(iv) Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2014 on a going concern basis.

Corporate Governance:

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49. A separate report on Corporate Governance, along with a certificate of Statutory Auditor, is annexed herewith. A certificate from the Whole Time Director and Chief Accounts Officer of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2014 was placed before the Board of Directors and the Board has noted the same. A list of the committees and other related information is detailed in the enclosed Corporate Governance Report.

Particulars of Employees:

There is no Employee drawing remuneration covered under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of Energy:

Except the office power or electricity consumption amounting to Rs. 1.31 Lacs, the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

B. Technology Absorption:

During the year under review the Company has not absorbed any technology and hence the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

C. Foreign Exchange Earning & Outgo:

Earning : NIL Outgo NIL

The Company is taking all possible and reasonable efforts to have export earnings.

Cautionary Statement:

Statement in this Management Discussion and Analysis deals with Company''s objectives, projections, estimates, expectations and predictions. The expectations of the management are regarded as forward looking statements with meaning of applicable securities, laws and regulations. These ''forward looking statements'' are inherently subject to risks and uncertainties, beyond the control of the Company or its management. Many factors could cause the actual results, performance and achievements of the Company to be materially different from any future results, performances or achievement that may be expressed or implied by such forward looking statements. S Kumars Online Limited shall not be liable for any loss which may arise as a result of any action taken on the basis of the information contained herein nor would be under any obligation to update the forward looking statements to reflect developments of events of circumstances hereafter.

Acknowledgements:

The Directors thank the Company''s customers, franchisees, contractors, vendors, bankers, Government & other authorities and the shareholders for their support to the Company. The Directors also sincerely acknowledge the contribution made by all the employees for their services to the company.

For and on behalf of the Board of Directors

sd/- sd/- O. P. Pacheria R. N. Jha Whole Time Director Director

Place: Mumbai. Date : 04th August 2014

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Mar 31, 2013

Dear Members,

The Directors are pleased to present this 14th Report on the business and operations of your Company along with the Annual Report and Audited Balance Sheet as at 31st March, 2013 and Profit and Loss Account and Cash Flow Statement for the year ended 31st March, 2013

FINANCIAL HIGHLIGHTS

Financial Results Year Ended Year Ended March 31,2013 March 31,2012 (Audited) (Audited) Amount in Amount in Rs. Rs.

Total Income 1,71,31,780 12,38,265

Less: Total Expenditure (4,27,41,433) (2,64,48,018)

Profit / (Loss) before taxation & Exception item (2,54,23,653) (1,40,49,754)

Less: Provision for Taxation

Current Tax - -

Deferred Tax (Liability)/Assets (57,107) (2,59,934)

Prior period adjustment & Exceptional items 2,58,18,209 22,43,304

Profit / (Loss) after taxation 3,37,450 (1,20,66,384)

Balance brought from previous year (37,20,87,824) (36,00,21,440)

Balance carried to Balance sheet. (37,17,50,374) (37,20,87,824)

Review of operations:

During the year Company continued with its I T Management Consultancy, E-Commerce and Equipment Renting business. The Company during the year discontinued its stream of ''Shaadi Shop'' which was introduced in its E-Commerce business in last year as it was not yielding as predicted. The Company is exploring new ideas in other segments as well.

Dividend :

In view of overall accumulated losses, the Directors express their inability to recommend any dividend on Equity Shares for the current financial year.

Subsidiaries:

During the year under review ''e-Assurance Services (India) Ltd'' is the only subsidiary of the Company.

The said subsidiary is non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report, the Directors'' Report and financial statements as well as the Company''s interest in the Subsidiary Company. Accordingly, all the above details pertaining to e-Assurance Services (India) Limited have been annexed and form part of this report.

Directors:

Shri R. N. Jha who retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers himself for reappointment at the said Annual General Meeting. The Board recommends his re-appointment.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Auditors:

The Auditors M/s. Shyam Maipani & Associates, Chartered Accountants, Mumbai, who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for reappointment. Members are requested to appoint them as Auditors and authorize the Board to fix their remuneration.

Auditors Qualification:

a) Company is taking all reasonable efforts to appoint a whole - time secretary. However, the Company has appointed a semi - qualified Company Secretary for looking after all the secretarial & compliance related work. Company is also taking services of full-time practicing Company Secretary for timely and proper secretarial compliances.

b) The Company does not have a formal internal audit system at any time during the year under review. However the Company has its own internal check and audit mechanism in place.

Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, in the best of their knowledge and belief, your Directors make the following statement:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2013 and of loss of the company for the year under review.

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing / detecting fraud and other irregularities.

(iv) Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2013 on a going concern basis.

Corporate Governance:

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditor, is annexed herewith. A certificate from the Whole Time Director and Chief Accounts Officer of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2013 was placed before the Board of Directors and the Board has noted the same. A list of the committees and other related information is detailed in the enclosed Corporate Governance Report.

Particulars of Employees:

There is no Employee drawing remuneration covered under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of Energy:

Except the office power or electricity consumption amounting to Rs. 1.51 Lacs, the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

B. Technology Absorption:

During the year under review the Company has not absorbed any technology and hence the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

The Company is taking all possible and reasonable efforts to have export earnings. Disclosure U/s 274 (1) (g):

None of the Directors of the Company are disqualified for being appointed as Director as stipulated U/s 274 (1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

Cautionary Statement:

Statement in this Management Discussion and Analysis deals with Company''s objectives, projections, estimates, expectations and predictions. The expectations of the management are regarded as forward looking statements with meaning of applicable securities, laws and regulations. These ''forward looking statements'' are inherently subject to risks and uncertainties, beyond the control of the Company or its management. Many factors could cause the actual results, performance and achievements of the Company to be materially different from any future results, performances or achievement that may be expressed or implied by such forward looking statements. S Kumars Online Limited shall not be liable for any loss which may arise as a result of any action taken on the basis of the information contained herein nor would be under any obligation to update the forward looking statements to reflect developments of events of circumstances hereafter.

Acknowledgements:

The Directors thank the Company''s customers, franchisees, contractors, vendors, bankers, Government & other authorities and the shareholders for their support to the Company. The Directors also sincerely acknowledge the contribution made by all the employees for their services to the company.

For and on behalf of the Board of Directors

O. P. Pacheria R. N. Jha

Whole Time Director Director

Place: Mumbai.

Date : 18th July 2013

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Mar 31, 2010

The Directors are pleased to present this 11th Report on the business and operations of your Company along with the Annual Report and Audited Balance Sheet as at 31st March, 2010 and Profit and Loss Account and Cash Flow Statement for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Financial Results Year Ended Year Ended March 31,2010 March 31,2009 (Audited) (Audited) Amount In Rs. Amount In Rs.

Total Income 31,96,070 1,33,18,737

Less: Total Expenditure 1,25,77,414 1,33,50,423

Profit / (Loss) before taxation (93,81,344) (31,684)

Less: Provision for Taxation

Current Tax — —

Fringe Benefit Tax — (98,906)

Deferred Tax (Liability)/Assets (2,04,231) (4,53,560)

Profit / (Loss) after taxation (95,85,575) (5,84,149)

Add: Prior period adjustments (3,37,910) (2,81,092)

Balance brought from previous year (33,27,17,321) (33,18,52,079)

Balance carried to Balance sheet (34,26,40,806) (33,27,17,321)

Dividend

In view of losses, the Directors express their inability to recommend any dividend on Equity Shares for the current financial year.

Review of operations

During the year, the Company has continued with the activity of Online Dropp-off Stores under the name eDropp. Company has also started a new activity of providing IT Management Consultancy. Further Company is working on following new projects:

VTO

VTO stands for Value, Trust and Options. TAG line will be Goods, Gifts, Services and beyond. This will be an online shopping portal for global Indians.

In our first phase our marketing and communications efforts will be the NRI community and 1st tier metro cities and 2nd tier cities in India.

Bollywood Central Online (BCO)

BCO is a web portal that is designed to be Google for Bollywood - a one-stop online portal for people working within the Bollywood film industry and for those wanting to find work in the film, TV and Advertising industry of Mumbai, Delhi, Kolkatta, Chennai. The portal will include everything and everyone on camera and off camera. TAG Line: SAB KUCH FILMI

Subsidiaries

During the year under review e-Assurance Services (India) Ltd is the only subsidiary of the Company.

The said subsidiary is non-material, non-listed subsidiary company as defined under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report, the Directors Report and financial statements as well as the Companys interest in the Subsidiary Company. Accordingly, all the above details pertaining to e-Assurance Services (India) Limited have been annexed and form part of this report.

Directors

Smt. Chandra Mundhra who retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers herself for reappointment at the said Annual General Meeting. The Board recommends their re-appointment.

The Board has proposed to re-appoint Shri. O. R Pacheria as Whole Time Director of the Company for another term of 3 years w.e.f. 26th July 2010. The same has been place before the members for their approval.

Fixed deposits

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Auditors

The Auditors M/s. Malpani & Associates, Chartered Accountants, Mumbai, who were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting are eligible for reappointment. Members are requested to appoint them as Auditors and authorize the Board to fix their remuneration.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, in the best of their knowledge and belief, your Directors make the following statement:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2010 and of profit of the company for the year under review.

(iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safe guarding the assets of the company and for preventing / detecting fraud and other irregularities.

(iv) Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2010 on a going concern basis.

Corporate Governance

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance along with a certificate of Statutory Auditor, is annexed herewith. A certificate from the Whole Time Director and Chief Accounts Officer of the Company confirming internal controls and checks pertaining to financial statements for the year ended 31st March 2010 was placed before the Board of Directors and the Board has noted the same. A list of the committees and other related information is detailed in the enclosed Corporate Governance Report

Particulars of Employees

There is no Employee drawing remuneration covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of Energy

Considering the nature of its activities, the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1969.

B. Technology Absorption

During the year under review the Company has not absorbed any technology and hence the Company has nothing to report as per the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988.

C. Foreign Exchange Earning & Outgo

Earning : NIL

Outgo : NIL

Disclosure U/s 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Director as stipulated U/s 274 (1) (g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

Auditors Qualification

a) Company is regularly asking for confirmations from the Franchisees, Strategic Business Associates. However the Company is of the opinion that no significant liability would arise on account of the said confirmation/reconciliation.

b) The Company is of the opinion that there was no material impairment in its fixed assets during the year under review within the definition of Accounting Standard - 28, Impairment of Assets issued by the Institute of Chartered Accountants of India.

Acknowledgements

The Directors thank the Companys customers, franchisees, contractors, vendors, bankers, Government & other authorities and the shareholders for their support to the Company. The Directors also sincerely acknowledge the contribution made by all the employees for their services to the company.

For and on behalf of the Board of Directors

O. P. Pacheria R. N. Jha Whole Time Director Director

Place: Mumbai.

Date : 06th September 2010