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Directors Report of Summit Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Eighteenth Report together with Audited Financial Statements for the year ended March 31,2015:

FINANCIAL HIGHLIGHTS:

The Summary of financial performance of the Company for the year under review is as given below:

(Rs. in lakhs) Standalone Consolidated For the For the For the For the Year Year Year year ended ended ended ended March March March March 31,2015 31,2014 31,2015 31,2014

Total Income 916.24 620.30 2627.43 1490.80

Profit before 792.84 523.25 2473.49 1311.76 Depreciation & Tax

(-) Depreciation 1.36 0.48 1.88 0.80

Profit/(Loss) 791.49 522.77 2471.61 1310.96 before Tax

Add: Excess/ (6.06) 22.05 (15.69) 23.01 (Short) Provision of tax of earlier years

(-) Tax for 10.50 0.82 22.31 6.43 Current year

(-) Deferred Tax - (0.36) - (0.59)

Profit/(Loss) 787.05 500.26 2464.99 1282.11 after Tax

Appropriation:

Less: Transfer 157.41 100.05 491.05 257.25 to Statutory Reserve

Add: Balance 2219.78 1819.57 3936.76 2911.90 brought forward

Balance 2849.42 2219.78 5910.70 3936.76 Profit/(Loss) transferred to Balance Sheet

FINANCIAL PERFORMANCE:

Revenue:

Total revenue for FY 2014-15 at Rs. 916.24 lacs increased by over 47.71% over the previous year revenue of Rs. 620.31 lacs. The increase in revenue is due to increase in dividend and interest income and profit on sale of certain shares.

Expenses:

Total expenses for FY 2014-15 at Rs. 124.75 lacs increased by over 61.72% over the previous year expenses of Rs. 77.14 lacs, on account of appointment of Chief Financial Officer and increase in postage and courier expenses to comply with the provisions of the Companies Act, 2013 relating to appointment of KMP and dispatch of Annual Reports for FY 2013-14 respectively.

Profit After Tax:

The Profit after Tax (PAT) stood at Rs. 787.05 lacs for FY 2014-15 as against PAT of Rs. 500.26 lacs for FY 2013-14.

Amounts proposed to be carried to any reserves:

An amount of Rs. 157.41 lacs has been transferred to Statutory Reserve as a part of the statutory requirement.

DIVIDEND:

with a view to conserve resources, your Directors consider it prudent not to recommend any dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF Any:

Change in Registered Office:

The Company changed its Registered Office with effect from November 11,2014 to the following address:

213, Bezzola Complex, B wing, 71, Sion-Trombay Road, Chembur, Mumbai 400 071.

The new office is within the local limits of the city and within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai. The Company has complied with the disclosure requirments and necessary intimation has been given to RBI as well.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of the Annual Report 2014-15. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

RISK MANAGEMENT PROCESS:

The Risk Management Committee of the Board of Directors (Risk Management Committee) was set up in terms of the Guidelines on Corporate Governance issued by the Reserve Bank of India in the year 2010 and was reconstituted during the FY 2014-15. Its terms of reference were also revised to widen its scope in accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges read with applicable provisions under the Companies Act, 2013 and Rules made thereunder.

Risk Management Policy has been formulated by the Risk Management Committee of the Board of Directors in accordance with its terms of reference. This policy defines a process for adoption so that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the element in the Risk Management Process as defined in the Risk Management Policy is identification and assessment of risks. Some of the identified risks pertaining to the nature of business carried out by the Company comprise of Business Risks, Finance Risks, Regulatory Risks, Environment Risks, etc. Risk Mitigation measures are also reviewed alongside the identified risks. A Report on Risk Evaluation and Mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the Committee for review and also placed before the Board of Directors for information.

SUBSIDIARY COMPANIES:

As at March 31, 2015, the Company had one wholly owned subsidiary viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics and T.V. Limited.

Statement containing salient features of financial statements and performance of the Company's subsidiaries for the year ended March 31, 2015 in accordance with sub-section (3) of Section 129 of the Act read with the Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 forms part of the Annual Report of the Company.

Further, the Annual Accounts of these subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Annual Accounts of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and is also available for inspection at the Registered Office of the Company.

As required under Clause 49(NI)(V)(D), the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company's website www. summitsecurities.net at the link http://summitsecurities.net/ PolicvonMaterialSubsidiarv.pdf

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions for purpose of identification and monitoring of related party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.summitsecurities.net at the link http:// summitsecurities.net/RelatedPartyTransactionPolicy.pdf

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(1) Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions during the year under review. None of the Directors or Key Managerial Personnel had any pecuniary relationships or transactions vis a vis the Company except the sitting fees paid to Directors and remuneration paid to KMP's.

EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the Form MGT-9 is appended with this report as Annexure A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company, registered as Non-Banking Financial Company not accepting public deposits with the Reserve Bank of India and having its principal business of making investments, is exempted from the provisions of sub-section(1) of Section 186 of the Act.

DIRECTORS AND Key MANAGERIAL PERSONNEL:

a) Directors and Key Managerial Personnel:

Mr. Paras Mal Rakhecha was appointed as the Chief Financial Officer of the Company w.e.f. May 23, 2014. Further, the following Directors have been appointed as the Independent Directors at the Seventeenth AGM of the Company held on September 27, 2014 for a tenure of five years with effect from the Seventeenth AGM:

1. Mr. S. K. Tamhane

2. Mr. H. C. Dalal

3. Mr. Prem Kapil

4. Ms. Sneha Karmarkar

In accordance with the provisions of the Companies Act, 2013 ('the Act') and Articles of Association, Mr. A. N. Misra is liable to retire by rotation and being eligible has offered himself for re-appointment.

b) Declarations from Independent Directors:

The Company has received declarations as required under Section 149(7) of the Companies Act, 2013 from all the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Act.

c) Training and Familiarisation Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Clause 49(II)(B)(7) of the Listing Agreement entered into with the Stock Exchanges, the Company familiarised its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company, etc. The note on this familiarization program is also posted on the Company's website under the link http:// summitsecurities.net/DetailsofFamiliarisationProg.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of the Company has met five times during the year ended March 31,2015, the details of the meetings of the Board of Directors held during the year are mentioned under the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES:

Detailed Composition of the Board Committees comprising of mandatory and non-mandatory committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Asset Liability Management Committee, number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

As on March 31, 2015, the Audit Committee comprised of 4 members namely, Mr. H. N. Singh Rajpoot (Non-Independent Director), Mr. H.C. Dalal (Independent Director), Ms. Sneha Karmarkar (Independent Director) and Mr. S. K. Tamhane (Independent Director). Mr. S. K. Tamhane is the Chairman of the Audit Committee.

There have been no situations where the Board has not accepted any recommendations of the Audit Committee.

ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES:

The Annual Evaluation as required under the Companies Act, 2013 read with relevant rules made thereunder and Clause 49 of the Listing Agreement has been carried out by the Board of its own performance, the performance of each individual Director and its Committees. For this purpose, an Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Directors.

The said questionnaire was prepared considering the criteria for evaluation and was in accordance with the Company's Policy on Appointment, Training, Evaluation and Remuneration approved by the Board on recommendation of the Nomination and Remuneration Committee, interalia comprising of:

(a) attendance at meetings of the Board and Committees thereof,

(b) participation in Meeting of the Board or Committee thereof,

(c) contribution to strategic decision making,

(d) review of risk assessment and risk mitigation,

(e) review of financial statements and business performance,

(f) contribution to the enhancement of brand image of the Company.

REMUNERATION POLICY:

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee formulated a policy on "Appointment, Training, Evaluation and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel". This policy interalia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc.

The Policy provisions covering the requirements under Section 178 of the Act, is given as Annexure B to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss for the said financial year ended March 31, 2015;

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

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

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

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

WHISTLE BLOWER Policy:

The Company has a vigil mechanism named whistle Blower Policy (wBP) for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The wBP is also posted in the Company's website namely www.summitsecurities.net.

PARTICULARS OF EMPLOYEES:

a. During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Statement containing the Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy and several environment friendly measures are adopted by the Company. The management ensures strict compliance of the measures adopted.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as the Company does not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated under Clause 49 of the Listing Agreement, are annexed to this Report.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2015. The Secretarial Audit Report required pursuant to sub-section (3) of Section 134 and Section 204(1) of the Act in prescribed Form MR-3 furnished by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

STATUTORY AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Seventeenth AGM of the Company held on September 27, 2014 to hold office for a period of 4 (four) consecutive years from the conclusion of the Seventeenth AGM till the conclusion of the Twenty First AGM subject to ratification by the members at every AGM of the Company.

They have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

The Board of Directors after considering the recommendation by the Audit Committee recommends the ratification of appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing AGM till the conclusion of the next AGM.

EXPLANATION AND COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in practice (Secretarial Auditor) in his Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

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.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy on internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section of this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention of Sexual Harassment at workplace of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints.

The Company has not received any complaints during the year under review.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak Chairman Place : Mumbai Date : 28.05.2015




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2014:

FINANCIAL HIGHLIGHTS:

(Rs. In lakhs)

For the Year For the year ended March ended March 31,2014 31,2013

Total Income 620.30 1,281.99

Profit before Depreciation 523.25 1,017.10 &Tax

(-) Depreciation 0.48 0.40

Profit/(Loss) before Tax 522.77 1,016.70

Add: Excess/(Short) (22.05) (111.74)

Provision of tax of earlier years

(-) Tax 0.82 87.50

(-) Deferred Tax (0.36) (0.01)

Profit/(Loss) after Tax 500.26 817.47

Appropriation:

Less: Transfer to Statutory 100.05 163.49

Reserve

Add: Balance brought 1,819.57 1165.60 forward

Balance Profit/(Loss) 2,219.78 1819.57 transferred to Balance Sheet

DIVIDEND:

With a view to conserve resources, your Directors consider it prudent not to recommend any dividend for the year under review.

INDUSTRY STRUCTURE, BUSINESS OVERVIEW AND FUTURE OUTLOOK:

India has traversed a long way since the economic reforms started in the early 1990''s. The reforms of the early 1990''s were focused on three pillars - Liberalisation, Privatisation and Globalisation. The financial sector has also undergone significant changes during the period to not only support the rapid growth, but also to do so without disruptive episodes. The financial market performance is considered as a barometer of the economy.

The Indian economy went through challenging times since the crisis in the Euro area in FY 2011-12 with a cyclical down turn with growth slowdown, elevated current account deficit, persistent inflation and the need to restore fiscal policy to a sustainable path. Current account deficit continued to remain elevated in FY2013-14 and in tandem with market misperception of an imminence of the rollback of quantitative easing in the US assumed a serious dimension with the sharp depreciation of the rupee. A series of measures put up by the Government have significantly let up in the challenges on the trade and balances of payment front in FY 2013-14.

Despite all out efforts of the Government to boost the economy through appropriate calibration of the fiscal policy, India''s real GDP growth moderated significantly to 4.9% in FY 2013-14. The slow down reflects continued sluggish investment activity in the economy as well as slow down in consumption demand. While slower growth is a major worry, there are other headwinds in the economy as well.

However, the macro cycle, it is believed is turning for the better and certain reforms in the sector introduced by the Government and Reserve Bank of India (RBI) have changed sentiments. Various steps are being proposed for augmenting reforms in the capital and financial markets, including simplified process of Initial Public Offer, allowing Qualified Foreign Investors to access the Indian Bond Market, etc.

The Company, being a Non-Banking Financial Company (NBFC) registered with RBI, is deriving major revenue from its investments. Sectoral policy changes by the Government, therefore, have direct impact on the profitability of the Company as the value of the stocks, shares and bonds depends on the prevailing capital market scenario. The future success of the Company would depend on its ability to anticipate the volatility of the Stock Markets and minimizing risks through prudent investing decisions.

The investments of the Company are typically long term in nature and predominantly in the equities market. All investments decisions are reviewed by the Board of Directors on a quarterly basis. As at March 31, 2014, the market value of the Company''s quoted investment portfolio stood at Rs. 424.93 crores.

FINANCIAL PERFORMANCE:

Revenue:

Total revenue for FY 2013-14 at Rs. 6.20 crores fell by over 51.61% over the previous year revenue of Rs. 12.82 crores. The decrease in revenue is due to lower dividend declared by the investee companies as compared to dividend declared for FY 2011-12.

Expenses:

Total expenses for FY 2013-14 at Rs. 0.77 crores fell by over 70.92% over the previous year expenses of Rs. 2.65 crores.

Profit After Tax:

The Profit after Tax (PAT) stood at Rs. 5.00 crores for FY 2013-14 over PAT of Rs. 8.17 crores for last fiscal. The said profit is after the extraordinary/exceptional items of Rs. 0.20 crores.

RISKS, THREATS AND CONCERNS:

The objective of risk management process is to insulate the Company from risks associated with the business, while simultaneously creating an environment conducive for its growth. It entails a comprehensive estimation, control and review of risks to protect organisational value. The Risk Management Committee (RMC) of the Board of Directors has a well defined organisational structure and well documented policies to ensure efficiency of operations and compliance with internal and regulatory requirements. Risk mitigation policies are reviewed periodically by the RMC.

The identification of risks is the first step in the risk management process. The purpose of identification of risks is to describe events that may have an adverse impact on the achievement of the business objectives. In order to identify risks, a range of potential events is considered while taking into account past events and trends, as well as future exposures.

BUSINESS RISKS:

The Company''s revenue is predominantly derived from dividends that may be receivable on investments held by it. Any adverse impact on the industries in which the Company has made investments will, therefore, have a bearing on the performance of the Company. Towards this, the Company has a diversified investment portfolio spread across different industries to mitigate the impact.

MARKET RISKS:

The Company''s performance is also dependant on the performance of the economy and financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company. Further, any slowdown in the growth of Indian economy or any volatility in global financial market could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in Government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company. Towards mitigation of this risk, the Company has diversified its investments in various sectors and across multiple product lines and businesses. The Company has also been on the look out for newer avenues of investments and has adopted a policy of investing only in companies which have a proven track record and stability.

COMPLIANCE RISKS:

The nature of the Company''s business involves an ongoing compliance with various regulators wherein the compliance requirements are constantly evolving. Any violation or transgression of the various compliances would not only affect the business of the Company but also affect the reputation of the Company.

The Company follows a robust system of compliance and maximum care is taken by the management to ensure no violation or transgression of the various compliances with the regulatory authorities occur. All reports are placed by the management before the meetings of the Board of Directors and the Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT:

Statements in this Report describing the Company''s objectives,

projections, estimates and expectations may constitute "forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES:

Employee relations continued to remain cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy and several environment friendly measures are adopted by the Company. The management ensures strict compliance of the measures adopted.

The provisions relating to research and development and technology absorption, adaptation and innovation are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

SUBSIDIARY:

As at March 31, 2014, the Company had one wholly owned subsidiary viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics and TV. Limited.

During the year under review, the Company has made further investments in equity shares of Instant Holdings Limited by way of subscription to its Rights Issue. The Company has been allotted 1,12,750 equity shares of face value of Rs. 10/- each at a premium of Rs. 770/- per share on September 16, 2013.

The Ministry of Corporate Affairs vide its circular no.5/12/2007- CL-III dated February 8, 2011 has, subject to compliance of certain conditions, granted general exemption to companies from attaching the Annual Report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2014 is included in this Annual Report. Pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the members seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 (''the Act''), Mr. H. N. Singh Rajpoot is liable to retire by rotation and being eligible has offered himself for re-appointment.

Ms. Sneha Karmarkar and Mr. Prem Kapil were appointed as Additional Directors of the Company by the Board of Directors at its meetings held on May 23, 2014 and August 13, 2014 respectively. Pursuant to Section 161 of the Act, Ms. Karmarkar and Mr. Kapil hold office upto the date of the ensuing Annual General Meeting of the Company (AGM) and are eligible for appointment as Directors. Ms. Karmarkar and Mr. Kapil, both qualify to be Independent Directors pursuant to Section 149 (6) of the Act.

Further, Mr. S.K Tamhane and Mr. H.C. Dalai also qualify to be Independent Directors pursuant to Section 149 (6) of the Act.

Accordingly, it is proposed to appoint Ms. Karmarkar, Mr. Kapil, Mr. Tamhane and Mr. Dalai as Independent Directors for a term of 5 (five) consecutive years with effect from the date of the Seventeenth AGM, and they shall not be liable to retire by rotation.

EMPLOYEE STATEMENT:

During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specified under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement, are annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confirm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such Accounting Policies have been selected and applied consistently and such judgement 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 in the Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss for the year ended on that date.

iii) properandsufficientcare has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the AGM of the Company held on September 30, 2013.

Messrs Chaturvedi & Shah have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

The Board of Directors after considering the recommendation by the Audit Committee recommends the appointment of Messers Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 4 (four) consecutive years commencing from the conclusion of the ensuing AGM.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company. On behalf of the Board of Directors

A. N. Misra H. N. Singh Rajpoot

Director Director

Place : Mumbai

Date : August 13, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the year For the year ended March ended March 31, 2013 31, 2012

Total Income 1,281.98 798.23

Proft before Depreciation, 1,017.09 730.91 and Tax

(-) Depreciation 0.40 0.39

Proft/(Loss) before tax 1,016.69 730.52

Add: Excess / (Short) (111.73) (10.18)

Provision of tax of earlier years

(-) Tax 105.00 13.10

(-) Deferred Tax (0.01) -

Proft/(Loss) after tax 817.47 707.24

Appropriation:

Less: Transfer to Statutory 163.49 141.45

Reserve

Add: Balance brought forward 1,165.60 599.81

Balance Proft/(Loss) 1,819.58 1,165.60 transferred to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors consider it prudent to not recommend any dividend for the year under review.

FINANCIAL PERFORMANCE

During the fnancial year under review, the Total Income and Proft before Depreciation and Tax (PBDT) were Rs. 1,281.98 lacs and Rs. 1,017.09 lacs respectively as against Rs. 798.23 lacs and Rs. 730.91 lacs in the previous year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

During the year under review, Sudarshan Electronics & T.V. Limited has ceased to be a subsidiary of the Company with effect from March 5, 2013.

As on March 31, 2013, the Company had one subsidiary company viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics & T. V. Limited.

The Ministry of Corporate Affairs vide its circular no. 5/12/2007-CL-III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief fnancial details of the subsidiaries for fnancial year ended March 31, 2013 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated fnancial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the members seeking such information at any point of time and are also available for inspection at the registered offce of the Company and that of its subsidiaries.

DIRECTORS

In accordance with the Companies Act, 1956 (the Act) and the Articles of Association of the Company, Mr. A. N. Misra and Mr. Ramesh D. Chandak, Directors, retire by rotation and being eligible offer themselves for re-appointment.

During the year under review, Mr. S. K. Tamhane was appointed in the causal vacancy caused due to the resignation of Mr. Paras K. Chowdhary and would hold offce up to the date of this Annual General Meeting. A Notice has been received from a member proposing the name of Mr. S.K. Tamhane as Director retiring by rotation. Members are requested to appoint Mr. Tamhane as Director at this Annual General Meeting. The Board of Directors recommends the appointment of Mr. S.K. Tamhane as Director of the Company.

Mr. H. C. Dalal was appointed by the Board of Directors as an Additional Director of the Company with effect from November 8, 2012 in terms of Section 260 of the Act and pursuant to the provisions of the Articles of Association of the Company. He would therefore, hold offce up to the date of the ensuing Annual General Meeting. A Notice has been received from a member proposing the appointment of Mr. Dalal as a Director of the Company liable to retire by rotation. The Board of Directors recommends the appointment of Mr. Dalal as a Director of the Company.

The Board of Directors deeply mourn the sad demise of Mr. T. M. Elavia, Director of the Company on August 18, 2013 and place on record their sincere appreciation for the invaluable service rendered by him during his tenure as Director of the Company.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specifed under Section 217(2A) of the Act.

CORPORATE GOVERNANCE

A report on corporate governance, along with a certifcate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, your Directors, to the best of their knowledge and belief confrm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements 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 in the Balance Sheet as at March 31, 2013 and of the Statement of Proft and Loss for the said fnancial year viz. April 1, 2012 to March 31, 2013.

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

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

AUDITORS

Messrs N. M. Raiji & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on December 31, 2009. The Company has received a Special Notice under Section 225 of the Act from one of its members requesting that Messrs N. M. Raiji & Co. should not be re-appointed at the ensuing Annual General Meeting due to ongoing arbitration in the frm amongst the partners. Instead, the said member has proposed the appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Company''s Statutory Auditors.

Messrs Chaturvedi & Shah, are one of the leading frms of Chartered Accountants, who have confrmed that they are eligible to act as Statutory Auditors, if appointed. The Board of Directors therefore, recommends the appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the Company and the co-operation extended by government authorities, members and employees of the Company.



On behalf of the Board of Directors



A.N. Misra H.N. Singh Rajpoot

Director Director

Place: Mumbai,

Date : August 19, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2012. FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the For the year ended year ended March 31, March 31, 2012 2011

Total Income 798.23 625.73

Profit before Depreciation 730.91 341.03 and Tax

(-) Depreciation 0.39 0.33

Profit/(Loss) before tax 730.52 340.70

Add: Excess / (Short) Provision (10.18) 96.82 of tax of earlier years

(-) Tax 13.10 -

(-) Deferred Tax - (117.13)

Profit/(Loss) after tax 707.24 320.39

Appropriation:

Less: Transfer to Statutory 141.45 64.08 Reserve

Add: Balance brought forward 599.81 343.50

Balance Profit/(Loss) transferred 1,165.60 599.81 to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors consider it prudent not recommend any dividend for the year under review.

FINANCIAL PERFORMANCE

During the financial year under review, the Total Income and Profit before Depreciation and Tax (PBDT) were Rs. 798.23 lacs and Rs. 730.91 lacs respectively as against Rs. 625.73 lacs and Rs. 341.03 lacs in the previous year.

INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK

Economic liberalization, including industrial de-regulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, a wide range of modern industries, and a multitude of services. However, the financial year 2011-12 was particularly challenging on account of the slowdown in industrial activity, increased inflation, weakening rupee and global recessionary trends. India's long term challenges include widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, insufficient access to quality basic and higher education, and accommodating rural-to-urban migration.

Though economy is predicted to grow at 7.6% in FY 2013 and 8.6% in FY 2014, the mood prevalent in the country is subdued.

The Company being a Non Banking Financial Company (NBFC) registered with the Reserve Bank of India and deriving its major revenue from its investments, sectoral policy changes by the government and performance of industry sectors where the Company has invested have an impact on the profitability of the Company. The basic business of the Company is investing in stocks, shares and bonds. The value of the stocks, shares and bonds in addition to be above also depend on the prevailing capital market scenario. The future success of the Company would depend on its ability to anticipate the volatility of the Stock Markets and minimizing risks through prudent investing decisions. THREATS AND CONCERNS

The Company's revenue is majorly derived from dividends receivable on investments held by it. Any adverse impact on the industries in which the Company has made investment will have a bearing on the performance of the Company. The Company's performance is also dependant on the performance of the economy and financial markets. The health of the economy and financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company. Further, any slowdown in the growth of Indian economy or any volatility in global financial market, could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES

Employee relations continued to remain cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

During the year under review, your Company became a subsidiary of Swallow Associates Limited, as a result of merger of Blue Niles Holdings Limited, Kestrel Investments Limited, Petrochem International Limited, RPG Cellular Investments and Holdings Private Limited, South Asia Electricity Holdings Limited with Swallow Associates Limited pursuant to the Scheme of Amalgamation and Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on February 10, 2012. This Scheme has become effective on March 27, 2012 with effect from the Appointed Date i.e. December 1, 2011.

As on March 31, 2012, the Company had two subsidiaries viz. Instant Holdings Limited and Sudarshan Electronics & T. V. Limited.

During the year under review, Instant Holdings Limited had filed a petition with the Hon'ble High Court of Judicature at Bombay for sanction under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation for merger of Idea Tracom Private Limited (wholly owned subsidiary of Instant Holdings Limited) and Goodhope Sales Private Limited (wholly owned subsidiary of Instant Holdings Limited) with Instant Holdings Limited. This Scheme has been approved by the High Court of Judicature at Bombay on April 13, 2012 and has become effective on May 15, 2012 with effect from the Appointed Date i.e. March 31, 2012.

The Ministry of Corporate Affairs vide its circular no. 5/1 2/2007-cL-III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2012 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the shareholders seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ramesh D. Chandak and Mr. H. N. Singh Rajpoot, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Suresh Mathew and Mr. Paras K. Chowdhary, Directors of the Company resigned with effect from August 13, 2012. The Board places on record its appreciation for the valuable services rendered by Mr. Mathew and Mr. Chowdhary. Mr. T. M. Elavia and Mr. S. K. Tamhane were appointed as Directors in the casual vacancy caused due to the resignation of Mr. Mathew and Mr. Chowdhary.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specified under Section 217(2A) of the Companies Act, 1956. CORPORATE GOVERNANCE

A report on corporate governance, along with a certificate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confirm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements 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 in the Balance Sheet as at March 31, 2012 and of the Statement of Profit and Loss for the said financial year viz. April 1, 2011 to March 31, 2012.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

Messrs N. M. Raiji & Co., statutory auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the company and the co-operation extended by government authorities, shareholders and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak A. N. Misra

Director Director

Mumbai,

13th August, 2012


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the For the

year ended year ended

31.3.2011 31.3.2010

Total Income 625.73 679.36

Profit before Depreciation and 341.03 455.53 Tax

(-) Depreciation 0.33 0.24

Profit/(Loss) before tax 340.70 455.29

Add: Excess / (Short) Provision 96.82 (9.90) of tax of earlier years

(-) Tax - (6.00)

(-) Deferred Tax (117.13) (8.90)

Profit/(Loss) after tax 320.39 430.50

Appropriation:

Less: Transfer to Statutory 64.08 87.00 Reserve

Add: Balance brought forward 343.50 -

Balance Profit/(Loss) transferred 599.81 343.50 to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors have not recommended any dividend for the year under review.

FINANCIAL PERFORMANCE

During the financial year under review, the Total Income and Profit before Depreciation and Tax (PBDT) were Rs. 625.73 lacs and Rs. 341.03 lacs respectively as against Rs. 679.36 lacs and Rs. 455.53 lacs in the previous year (including an excess provision of Rs. 123.83 lacs written back).

LISTING ON STOCK EXCHANGES

The Securities and Exchange Board of India (SEBI) vide its letter dated December 24, 2010 granted necessary relaxation from applicability of Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957, for listing of the equity shares of the Company. Consequently, the equity shares of the Company were listed on January 28, 2011 on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

SALE OF FRACTIONAL ENTITLEMENTS

Pursuant to the Scheme of Arrangement, the fractional entitlements arising out of the issue of shares under the said Scheme were consolidated into 60,707 equity shares of Rs. 10/- each. The entire 60,707 equity shares of the Company were sold and the net sale proceeds of Rs. 66.19 lacs were distributed to the shareholders in April, 2011 who were entitled to such sale proceeds in proportion to their respective fractional entitlements.

INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK

Growth in India is expected to be moderate, with GDP growth of 8.30 percent in 2011 and a projected growth of above 7.50 percent in 2012. Infrastructure will remain a key contributor to growth and corporate investment is essential as capacity constraints start to build. However, cost of funds has become a major hurdle to availment of credit by companies. This may affect investment and capital expenditure in several sectors. The Company is a Non Banking Financial Company (NBFC) registered with Reserve Bank of India.

THREATS AND CONCERNS

The Company's income is mainly derived from the dividends on investments held by it. Any adverse impact on the industries in which the Company has made investment will have direct bearing on the performance of the Company. Any slowdown in the growth of Indian economy or any volatility in global financial market, could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT

Statements in this Report describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES

The Company has already formulated the organization structure and has recruited employees as per its requirements. It is now in process of putting in place, various human resources, policies and procedures. Employee's relations remain cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

As on March 31, 2011, the Company has two subsidiaries, Instant Holdings Limited and Sudarshan Electronics & T. V. Limited and two step down subsidiaries viz; Idea Tracom Private Limited and Goodhope Sales Private Limited, being the wholly owned subsidiaries of Instant Holdings Limited.

The Ministry of Corporate Affairs vide its circular no. 5/12/2007-CL- III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2011 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in strict compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the shareholders seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS

During the year under review, Mr. A. N. Misra was appointed as an Additional Director of the Company on October 7, 2010 and he would hold office upto the date of the ensuing Annual General Meeting. A Notice has been received from a member proposing the name of Mr. Misra as Director retiring by rotation.

Mr. Aditya Atal resigned as the Director of the Company during the year under review.

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Paras. K. Chowdhary retires by rotation and being eligible offers himself for re-appointment.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specifi ed under Section 217(2A) of the Companies Act, 1956.

GROUP

The names of the Promoters and entities comprising 'Group' as defi ned under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

CORPORATE GOVERNANCE

A report on corporate governance, along with a certifi cate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confi rm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements 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 in the Balance Sheet as at March 31, 2011 and of the Profit and Loss Account for the said financial year viz April 1, 2010 to March 31, 2011.

iii) proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

Messrs N. M. Raiji & Co., Chartered Accountants, statutory auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the Company and the co-operation extended by government authorities, shareholders and employees of the Company.

For and on behalf of the Board of Directors

Ramesh D. Chandak Suresh Mathew

Director Director

Mumbai,

Date : May 30, 2011

 
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