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Directors Report of Store One Retail India Ltd.

Mar 31, 2015

Dear Members,

The Directors present to you the Tenth Annual Report together with audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2015 are as under:

Amount in Rs.

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Profit/ (Loss) before Tax and 359,473,374 429,931,534 Depreciation

Less: Depreciation of Fixed Assets 126,842,205 77,785,008

Profit/ (Loss) before Tax 232,631,169 352,146,526

Less: Prior Period Tax Adjustments 199,353 438,109

Profit/ (Loss) after Tax 232,431,816 351,708,417

Profit/ (Loss) brought forward (2,768,254,470) (3,116,831,977)

Less: Adjustments due to depreciation* 704,959 -

Amount available for appropriation (2,536,527,613) (2,765,123,560)

Less: Appropriations:

Proposed dividend on preference shares 2,676,105 2,676,105

Corporate dividend tax thereon 535,064 454,805

Balance carried forward to Balance (2,539,738,782) (2,768,254,470) Sheet

*Impact of transitional provision provided in the Schedule II of the Companies Act, 2013.

BUSINESS REVIEW

The Company is primarily engaged into the business of providing property and facility management services, rental services of plant and machinery etc. Your directors believe that these businesses have huge potential & scope for further business development.

Property & Facility Management Services

The Company is engaged in all avenues of the business of Property & facility management, which is a multi-discipline field involving maintenance and care of the buildings and properties, maintenance of all the common facilities including common area development and landscaping, security, pest control, waste disposal and recycling etc. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is aggressively involved in the rental business of plant and machinery. Our brand new asset base includes tower cranes, passenger cum material hoists, boom placers, material hoists, transit mixers, dumpers, excavators, formwork for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

DIVIDEND

In view of the accumulated losses and in order to utilize the profits for business requirements of the Company, your Directors do not recommend any dividend.

DIRECTORS & KEY MANAGERIAL PERSONNEL

To achieve the highest standards of Corporate Governance in its management, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with appointment of Ms. Pia Johnson, as Woman Executive Director and appointments of Mr. Shamsher Singh Ahlawat, Mr. Aishwarya Katoch and Mr. Prem Prakash Mirdha, as independent directors. All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

Mr. Abhimanyu Singh Mehlawat, Executive Director and Mr. Karan Singh Khera, Independent Director, ceased to be directors of the Company during FY 2014-15. The Board has placed on record its appreciation for the contributions made by these directors, during their respective tenures of office.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mehul Johnson (DIN: 00016075), Director, retire by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board of Directors recommend his re-appointment.

Further, Ms. Pia Johnson (DIN: 00722403) was appointed by the Board of Directors as an Additional Director and Whole-time Director of the Company for a period of 5 years with effect from January 30, 2015, without any remuneration. However, being an Additional Director, she holds office as such, upto the date of ensuing Annual General Meeting. The Company has received a notice along with a deposit in terms of Section 160 of the Companies Act, 2013, from a member, proposing the candidature of Ms. Pia Johnson for the office of Director of the Company. Accordingly, the Board recommends her appointment as such.

The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Vijay Kumar Agrawal was appointed as CFO - a key managerial person of the Company, in accordance with the provisions of the Companies Act, 2013, with effect from April 23, 2014.

EMPLOYEE STOCK OPTIONS

The disclosures required to be made in the Directors' Report in respect of 'Store One Retail India Limited Employees Stock Option Scheme-2009', in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure 1, forming part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009, have approved the launch of 'Store One Retail India Limited Employees Stock Option Scheme-2009 (II)' covering 3,000,000 (Thirty Lac) stock options, for the benefit of the Eligible Employees. However, no options have yet been granted by the Board/ Compensation Committee under this scheme.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN : INE 034H01016) of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid.

AUDITORS

(a) Statutory Auditors

M/s Agarwal Prakash & Co. (Firm Registration No. 005975N), the Statutory Auditors of the Company were appointed by the members in their Ninth Annual General Meeting, held on September 26, 2014, for a period of five years i.e. until the conclusion of the fourteenth Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Eleventh Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Agarwal Prakash & Co., as Statutory Auditors of the Company till the conclusion of Eleventh Annual General Meeting of the Company.

The Auditors' Report is self-explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Company has appointed M/s Barnita Jain & Associates, a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2014-15, is annexed as Annexure 2, forming part of this Report. The Report is self- explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health, Education, Sanitation, Nutrition and Rural Development, as per its CSR Policy (available on your Company's website www.storeone.in) and the details are contained in the Annual Report on CSR Activities given in Annexure 3, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013, read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2015 and the profit and loss of the company for the year ended on that date;

c) that proper and sufficient care has 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013, READ WITH THE RELEVANT RULES AND LISTING AGREEMENT

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013, read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in Annexure A, forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the Tenth AGM will be sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the Tenth AGM will be sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the Tenth AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by Companies (Management and Administration) Amendment Rules, 2015, and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the AGM Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Pia Johnson Mehul Johnson Date : August 28, 2015 Executive Director Director Place : New Delhi (DIN: 00722403) (DIN: 00016075)


Mar 31, 2014

Dear Shareholders,

The Directors present to you the Ninth Annual Report together with audited statement of accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2014 are as under:

Amount in Rs. Particulars Year ended Year ended March 31, 2014 March 31, 2013 Profit/ (Loss) before Tax and Depreciation 429,931,534 435,832,981

Less: Depreciation/ Impairment of Fixed Assets 77,785,008 59,212,287

Profit/ (Loss) before Tax 352,146,526 376,620,694

Less: Provision for Taxation & Prior Period Tax Adjustments 438,109 -

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 351,708,417 376,620,694

Profit/ (Loss) brought forward (3,116,831,977) (3,490,321,761)

Balance carried forward to Balance Sheet (2,765,123,560) (3,113,701,067)

BUSINESS REVIEW

The Company is primarily engaged into the business of providing property and facility management services, rental services of plant and machinery etc. Your directors believe that these businesses have huge potential & scope for further business development.

Property & Facility Management Services

The Company is engaged in all avenues of the business of Property & facility management, which is a multi-discipline field involving maintenance and care of the buildings and properties, maintenance of all the common facilities including common area development and landscaping, security, pest control, waste disposal and recycling etc. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is aggressively involved in the rental business of plant and machinery. Our brand new asset base includes tower cranes, boom placers, hoists, transit mixers, dumpers, excavators, form-work for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company allotted 4,400,000 equity shares of face value Rs. 10 each to Indiabulls Wholesale Services Limited, the Promoter, against conversion of equivalent number of warrants, consequent to which the paid up equity share capital of the Company increased from Rs. 232,000,000 divided into 23,200,000 Equity Shares of face value Rs. 10 each to Rs. 276,000,000 divided into 27,600,000 Equity Shares of face value Rs. 10 each.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend on equity shares.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under ''Store One Retail India Limited Employees Stock Option Scheme-2009'', in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009 have approved the launch of ''Store One Retail India Limited Employees Stock Option Scheme-2009 (II)'' (''SORIL ESOS - 2009 (II)'') covering 3,000,000 (Three Millions) stock options, for the benefit of the Eligible Employees. However, no options have yet been granted by the Board/Compensation Committee under this scheme.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Mehul Johnson (DIN: 00016075), Director, retire by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors of the Company (Board) recommend his re-appointment.

The Board has proposed the appointment of Mr. Shamsher Singh Ahlawat (DIN: 00017480), Mr. Aishwarya Katoch (DIN: 00557488) and Mr. Prem Prakash Mirdha (DIN: 01352748), as Independent Directors of the Company. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that aforesaid persons are appointed as Independent Directors on its Board.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Shamsher Singh Ahlawat as the Chairman and Mr. Mehul Johnson and Mr. Abhimanyu Mehlawat, as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2014-15 have been paid to both the Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Agarwal Prakash & Co., Chartered Accountants (Firm Registration Number: 005975N), are proposed to be appointed as Statutory Auditors of the Company, for a period of 5 years, to hold office as such from the conclusion of this AGM, in place of retiring auditors M/s Sharma Goel & Co. LLP, Chartered Accountants, who have completed their five year term.

The Company has received a special notice from a member proposing M/s Agarwal Prakash & Co., Chartered Accountants, as statutory auditors of the Company.

M/s Agarwal Prakash & Co., Chartered Accountants, has submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as statutory auditors of the Company. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2013-14 and Notice of the 9th AGM are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report for the FY 2013-14 and Notice of the 9th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Date : August 26, 2014 Abhimanyu Singh Mehlawat Mehul Johnson Place : New Delhi Whole-time Director Director


Mar 31, 2013

Dear Shareholders,

The Directors present to you the Eighth Annual Report together with audited statement of accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2013 are as under:

(Amount in Rs.) Particulars Year ended Year ended March 31, 2013 March 31, 2012

Profit/ (Loss) before Tax and Depreciation 435,832,980 181,179,183

Less: Depreciation/ Impairment of Fixed Assets 59,212,287 62,786,644

Profit/ (Loss) before Tax 376,620,693 118,392,539

Less: Provision for Taxation & Prior Period Tax Adjustments

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 376,620,693 118,392,539

Profit/ (Loss) brought forward (3,490,321,761) (3,608,714,300)

Balance carried forward to Balance Sheet (3,113,701,067) (3,490,321,761)

KEY FINANCIAL HIGHLIGHTS

- Sale of Products in FY''13 increased to Rs. 8.89 crores as against the sales of f 2.68 crores in FY''12.

- Income from Equipment Hiring Services in FY''13 increased to Rs. 15.66 crores as against Rs. 0.16 crores in FY''12.

- Income from Property Maintenance Services in FY''13 increased to Rs. 63.78 crores as against Rs. 47.17 crores in FY'' 12.

- Revenue from operations for the year FY ''13 stood at Rs. 89.24 crores as against Rs. 50.01 crores in FY''12 and the Profit after tax (PAT) increased to Rs. 37.66 crores in FY''13 as against Rs. 11.84 crores in FY''12.

- Earning per share in FY''13 increased to Rs. 17.76 as against Rs. 5.92 in FY''12.

BUSINESS REVIEW

With a view to maximize the shareholders wealth and in its constant endeavor to make the Company a profitable venture by exploiting new business opportunities, during the year 2012-13, the Company has ventured into the new businesses of providing infrastructure resources and/or the travel agency business along with its ongoing businesses. With the new ventures, the Company has multiple businesses including the business of providing property and facility management, plant and machinery management and its rental services and wholesale trading business. All the business of the Company have huge untapped business opportunities & large avenues for further business development.

Property & Facility Management Services

Property Management is multi discipline field devoted to the maintenance and care of the buildings and properties, which comprise of Maintenance, care and running of all the common facilities of the complex to include technical systems (mechanical, electrical & civil), Soft services and housekeeping tasks, Common area development and landscaping, Security, Pest control, waste disposal and recycling etc. and Leasing and marketing activities of the complex for rent and lease. The vast area of business operations & revenue generation in this field gives huge business opportunities to the Company.

Renting of Plant and Machinery

The Company is now aggressively involved in the rental business of Plant and Machinery in the infrastructure development field. Our brand new asset base from renowned manufacturers includes tower cranes, boom placers, hoists, transit mixers, dumpers, excavators etc. In addition, the Company will also engage in renting Formwork for construction of building / structures. The renting of machinery is done on both terms, i.e. dry and wet lease basis.

Wholesale trading

he Company is also engaged in the business of wholesale trading of various industrial / consumer products and commodities in select Indian cities. The Company is trying to establish its foothold in this segment.

Travel Agency

Evaluating the high potential & business opportunities mainly for corporate clients, the Company has recently ventured into the business of travel agency, which is one of the fastest-growing industries.

ISSUE AND ALLOTMENT OF EQUITY SHARES AND WARRANTS TO INDIABULLS WHOLESALE SERVICES LIMITED, PROMOTER

During the FY 2012-13, the Company has issued and allotted (i) 32,00,000 (Thirty Two Lakhs) equity shares of face value Rs. 10/- each of the Company at the issue price of Rs. 30.50 per equity share; and (ii) 44,00,000 (Forty Four Lakhs) fully convertible warrants, convertible at the option of the warrant-holder into 44,00,000 equity shares of Rs. 10/- each of the Company at a conversion price of Rs. 30.50 per Equity Share, as determined in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements), Regulations 2009, to Indiabulls Wholesale Services Limited, the Promoter. With this issue of 32 lac equity shares, the paid-up capital of the Company got increased to 2,32,00,000 shares of Rs. 10 each and the promoters holding has been increased to 68.89%.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'' Report in respect of the stock options granted under the employee stock option scheme in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30,2009 have approved the launch of ''Store One Retail India Limited Employees Stock Option Scheme-2009 (II)'' (''SORIL ESOS-2009 (II)'') covering 30,00,000 (Thirty Lacs) stock options, for the benefit of the Eligible Employees. The options under this Scheme are not yet granted by the Board/ Compensation Committee.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Prem Prakash Mirdha (DIN: 01352748) and Mr. Mehul Johnson (DIN: 00016075), Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Further, the existing term of Mr. Abhimanyu Singh Mehlawat, Whole-time Director (WTD) shall come to an end on November 12, 2013 and the Board recommends his re-appointment as WTD w.e.f. November 13, 2013 for a further period of three years on same terms.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (IMSE). The listing fees for the FY 2013-14 have been paid to both the exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at March 31, 2013 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217(l)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the said

Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Date : September 2, 2013 Abhimanyu Singh Mehlawat Mehul Johnson

Place : New Delhi Whole-time Director Director


Mar 31, 2012

The Directors present to you the Seventh Annual Report together with audited statement of accounts for the financial year ended March 31,2012.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2012 are as under:

(Amount in Rs.)

Particulars Year ended Year ended March 31,2012 March 31,2011

Profit/ (Loss) before Tax and Depreciation 181,179,183 (290,129,832)

Less: Depreciation/ Impairment of Fixed Assets 62,786,644 61,582,392

Profit/(Loss) before Tax 118,392,539 (351,712,224) Less: Provision forTaxation & Prior Period Tax Adjustments

Profit/ (Loss) after Tax and Prior Period Tax Adjustment 118,392,539 (351,712,224)

Loss brought forward (3,608,714,300) (3,257,002,076)

Balance carried forward to Balance Sheet (3,490,321,761) (3,608,714,300)

BUSINESS REVIEW

During the year 2011 -12, to exploit new business opportunities, the Company has ventured into the business of providing property and facility management, plant and machinery management and its rental services, alongwith its ongoing business activities of wholesale trading business. With the thrust on infrastructural development in the country, the business of provision of Plant and Machinery in the construction industry has huge untapped business opportunities & large avenues for further business development. The Company also intends to commence the business of providing infrastructure resources and/or the travel agency business along with its ongoing businesses and have recently obtained the shareholders authorization for the same.

DIVIDEND

In order to utilize the profits for operations of the Company, your Directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors'Report in respect of the stock options granted under the employee stock option scheme in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

Shareholders of the Company in their Annual General Meeting held on September 30, 2009 have approved the launch of'Store One Retail India Limited Employees Stock Option Scheme-2009 (II)' ('SORIL ESOS - 2009 (II)') covering 3,000,000 (Thirty Lacs) stock options, for the benefit of the Eligible Employees. The options under this Scheme are not yet granted by the Board/ Compensation Committee.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Karan Singh Khera (DIN: 00017236) and Mr. Shamsher Singh Ahlawat (DIN: 00017480), Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the FY 2012-13 have been paid to both the exchanges.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at March 31,2012 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing arid detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a going concern basis.

AUDITORS & AUDITORS' REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217(1)(e) AND (2A) OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

Date: August 30, 2012 For and on behalf of the Board of Directors

Place: New Delhi

Sd/- Sd/- Abhimanyu Singh Mehlawat Mehul Johnson

Whole-time Director Director


Mar 31, 2010

The Directors present to you the Fifth Annual Report together with audited statement of accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31, 2010 are as under:

Amount in Rs.

Year ended Year ended Particulars March 31, 2010 March 31, 2009

Profit/(Loss) before Depreciation (418,356,423) (803,740,740)

Less: Depreciation/Impairment of Fixed Assets 93,615,014 88,697,913

Profit/(Loss) before Tax (511,971,437) (892,438,653)

Add: Deferred Tax Adjustment -- (8,578,269)

Less: Provision for Tax (FBT) -- (1,885,575)

Profit/(Loss) after Tax (511,971,437) (902,902,497)

Profit/(Loss) brought forward (2,745,030,639) (1,842,128,142)

Balance carried forward to Balance Sheet (3,257,002,076) (2,745,030,639)

BUSINESS REVIEW

The Company had forayed in multiple formats, one of them being a chain of Lifestyle Stores under the name "store ONE" and Hyper Marts under the brand "Happy Store" offering great value for money on daily needs, apparels, home and appliances.

The new "store oNe" will be more compact and will house our in-house private labels, offering the latest designs at very attractive price points across apparels, accessories, fragrances and footwear. These stores will have a number of products to meet the varied needs of the customers. With so many choices today, shoppers are looking for retailers that stand out from the crowd. The Stores will be driving to deliver a differentiated shopping experience with unique merchandise showcasing latest fashion trends, excellent service and breakthrough marketing and special events.

Happy stores are neighborhood stores selling groceries and other daily need products. They have the right products at convenient locations, meeting daily shopping needs of customers as a convenience store. These stores take pride in the quality, products and services and offer a broad selection of the best brands. Also, to ensure long term viability and sustainability of the Happy Store brand, the Company has franchised its stores wherein the responsibility of day to day operations & maintaining of optimum in-stock levels of all merchandise lies with the franchisee.

To leverage on its assets base, product range and services, the Company plans to venture into wholesale trading business. This would result in operational synergies in the area of sourcing, product placement and logistics along with cost savings due to rationalization, standardization and simplifcation of systems & processes.

CHANGE IN NAME OF THE COMPANY

The Company has forayed in a business format of chain of lifestyle stores under the name of "store ONE" and to bring the name of the Company in sync with the said brand, the name of the Company was changed from Indiabulls Retail Services Limited to Store One Retail India Limited w.e.f. October 6, 2009.

DIVIDEND

In view of loss incurred during the year under review, your directors do not recommend any dividend.

EMPLOYEES STOCK OPTIONS

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

SUBSIDIARY

During the current financial year, Albasta Power Limited has become the Wholly-owned subsidiary of the Company.

Directors

Subsequent to the end of the financial year, Mr. Rajiv Rattan and Ms. Savita Singh, Directors resigned from the Directorship of the Company and Mr. Mukul Bansal was appointed as an additional director on the Board of the Company w.e.f. August 14, 2010. Your

Directors place on record deep sense of appreciation for the valuable services rendered by Mr. Rajiv Rattan and Ms. Savita Singh during their tenure as Directors on the Board of the Company.

Mr. Mukul Bansal holds his offce as additional director up to the date of ensuing Annual General Meeting of the Company. The Company has received notice in terms of the Section 257 of the Companies Act, 1956, from a member, signifying his intention to propose the candidature of Mr. Bansal for the offce of Director of the Company.

Further, in accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Article 132 of the Articles of Association of the Company, Mr. Prem Prakash Mirdha and Mr. Shamsher Singh, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specifc functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report, which form an integral part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at March 31, 2010 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and suffcient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a going concern basis.

AUDITORS & AUDITORS REPORT

M/s Sharma Goel & Co., Chartered Accountants, (Registration No.: 000643-N), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certifcate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their reappointment.

The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

LISTING WITH STOCK EXCHANGES

The Equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2010-11 have been paid to both the exchanges.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certifcate certifying the Companys compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

INFORMATION PURSUANT TO SECTION 217(1)(e) and (2A) OF THE COMPANIES Act, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, during the year under review, the Company did not employ any person falling within the purview of Section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, business associates, vendors, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels.

For and on behalf of the Board of Directors

Sd/- Sd/-

Date: August 31, 2010

Anil Lepps Mehul Johnson

Place : New Delhi Whole-time Director Director


Mar 31, 2009

The Directors present to you the Fourth Annual Report together with audited statement of accounts for the financial year ended March 31,2009.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the financial year ended March 31,2009 are as under:

Amount in Rs. Particular s Year ended Year ended

March 31,2009 March 31,2008

Profit/(Loss) before Depreciation (803,740,740) (1,206,370,937)

Less: Depreciation/Impairment of 88,697,913 74,995,253

Fixed Assets

Profit/(Loss) before Tax (892,438,653) (1,281,366,190)

Add: Deferred Tax Adjustment (8,578,269) (2,828,176)

Less: Provision for Tax (FBT) (1,885,575) (5,118,717)

Profit/(Loss) after Tax (902,902,497) (1,289,313,083)

Profit/(Loss) brought forward (1,842,128,142) (552,815,059)

Balance carried forward to Balance Sheet (2,745,030,639) (1,842,128,142)

BUSINESS OVERVIEW

Your Company has forayed in multiple formats, one of them being a chain of Lifestyle Stores under the name "store ONE" and Hyper Marts under the brand "Happy Store" offering great value for money on daily needs, apparels, home and appliances.

"store ONE" will be one-stop lifestyle shopping destinations offering extensive assortment across apparels, accessories, fragrances, cosmetics, footwear, home furnishing and decor products. The new stores will have a number of products of international and local repute to meet the varied shopping needs of customers. With so many choices today, shoppers are looking for retailers that stand out from the crowd. These stores will aggressively be driving to deliver a differentiated shopping experience with unique merchandise, fashion brands, interesting stores, excellent service and breakthrough marketing and special events.

"Happy Stores" are neighborhood stores selling groceries and other daily need products. They have the right products at convenient locations, meeting daily shopping needs of customers as a convenience store. These stores take pride in the quality, products and services and offer a broad selection of the best brands.

The Company has consolidated its operations at existing locations in NCR & Maharashtra and is now looking to expand new stores / marts at various locations across India.

CHANGEOFNAME

The Company is currently in the process of re-branding its lifestyle stores under a new brand name store ONE, and to bring the name of the Company in sync with the said brand, the Board has considered it desirable and prudent to change the name of the.Company to "Store One Retail India Limited". The availability of proposed name has been confirmed by the Registrar of Companies, NCT of Delhi & Haryana. Pursuant to the applicable provisions of the Companies Act, 1956, the change of name requires shareholders approval by way of a Special Resolution, therefore Board has recommend a special resolution for the approval of shareholders at its Annual Genera] Meeting.

DIVIDEND

In view of loss incurred during the year under review, your directors do not recommend any dividend for the year under review.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

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

EMPLOYEES STOCK OPTIONS

During the Financial Year, the Employee Stock Option plans of the Company namely, (1) Piramyd Retail Limited Stock Option Plan - 2005, covering 3,00,000 stock options, and (2) PRL Stock Option Plan - 2006, covering 7,00,000 stock options, were cancelled and withdrawn.

However, with a view to reward performance, to retain talented employees of the Company and those of its holding and subsidiary companies and with a view to cover a wider employee base, a new employee stock option scheme titled "Indiabulls Retail Services Limited Employees Stock Option Scheme - 2009", covering 15 lacs stock options convertible into an equivalent number of Shares of face value of Rs. 10 each was launched vide shareholders authorization dated February 9,2009. Thereafter, subsequent to the year end, the Compensation Committee of the Board has granted the said 15 lacs options to eligible employees, at an exercise price of Rs. 30.45. The stock options so granted shall vest in eligible employees with in 10 years, with effect from June 6,2010, the first vesting date.

The disclosures required to be made in the Directors Report in respect of the stock options granted under various employee stock option schemes in force in the Company, in terms of the format prescribed under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the annexures forming a part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS

Mr. Sameer Gehlaut, Mr. Ikroop Singh Kehal, Mr. Tarun Tyagi and Mr. Udesh Jha, Directors resigned from the Directorship of the Company w.e.f. August 22,2008, January 6,2009, March 18,2009 and June 30,2009, respectively. Your Directors place on record deep sense of appreciation for the valuable services rendered by them during their tenure as Directors on the Board of the Company.

During the year, Mr. Anil Lepps and Mr. Mehul Johnson were appointed as Additional Directors on the Board of the Company w.e.f. January 6,2009 and March 18,2009, respectively. The Additional Directors so appointed hold their respective offices up to the date of ensuing Annual General Meeting of the Company. Further, the Company has received notices in terms of the Section 257 of the Companies Act, 1956, from members, signifying their intention to propose the candidature of Mr. Lepps and Mr. Johnson for the office of Directors of the Company.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Mr. Aishwarya Katoch and Mr. Karan Singh, Directors, retire by rotation and, being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees of various Companies, are provided in the Corporate Governance Report and also in the explanatory statement to the resolutions proposing their appointment, as set out in the notice calling the Annual General Meeting, both of which form an integral part of the Annual Report.

DIRECTORSRESPONSIBILITYSTATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at March 31,2009 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the AnnualAccountsofthe Company on a going concernbasis.

AUDITORS & AUDITORSREPORT

M/s A Sardana & Co., Chartered Accountants, who were appointed as Statutory Auditors of the Company at the last AGM of the Company, resigned from their office vide their letter dated January 6, 2009. The shareholders of the Company have appointed M/s Ajay Sardana Associates, Chartered Accountants as the Statutory Auditors of the Company vide resol ution passed through postal ballot process the result whereof was declared on February 9,2009.

M/s Ajay Sardana Associates, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the limits specified under Section 224(1B) of the CompaniesAct, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the annual report are self explanatory and therefore do not call for ¦ any further explanation.

LISTING WITH STOCKEXCHANGES

The Equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2009-10 have been paid to both the exchanges.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

INFORMATION PURSUANTTO SECTION 217(1) (e) AND (2A) OFTHE COMPANIESACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the CompaniesAct, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms apart of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act read with the Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their appreciation for the contributions made by employees at various levels, to the growth and success of the Company.

Date: September 1,2009

Place: New Delhi For and on behalf of the Board of Directors

Sd/- Sd/- AnilLepps MehulJohnson Whole-time Director Director

 
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