Directors Report of Swadeshi Polytex Ltd.

Mar 31, 2015

Dear MEMBERS,

The Directors have pleasure in presenting their 45th Annual Report together with the Audited Accounts of the Company for the Year ended March 31,2015.

HIGHLIGHTS

There were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company has entered into the Real Estate sector in the earlier years. The Company has earned revenue of Rs. 727.50 Lacs from selling of lease plot rights of the Company during the year. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL RESULTS

Particulars Year Ended on Year Ended on 31.03.2015 31.03.2014 (in Lakhs) (in Lakhs)

Total Income 886.08 733.71

Total Expenditure 761.68 584.04 Profit /Loss before exceptional 124.40 149.67 items and tax

Deferred Tax Assets /current 22.96 171.66 tax/income tax provision

Profit from continuing operation. 101.44 321.34

Profit after tax 8.00 321.34

Balance in Profit & Loss Account (6790.65) (7112.00) brought forward from last Year

Balances Carried forward to (6782.65) (6790.65) Balance Sheet

Due to accumulated losses in the company, no amount is being transferred to the General Reserves. Further, the Company has not recommended any dividend in the financial year 2014-15.

STATE OF COMPANY''S AFFAIRS

Gross revenues increased to Rs. 886.08 lacs against Rs. 733.71 lacs in the previous year. Profit before taxation was Rs. 124.40 lacs against Rs. 149.67 lacs in the previous year. The net profit of the Company for the year under review was placed at Rs. 8.00 lacs as against Rs. 321.34 lacs in the previous year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A". NUMBER OF MEETINGS OF THE BOARD

During the year Four (04) Board Meetings and Five (05) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

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

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

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013

Mr. Hartaj Sewa Singh & Mr. Alokendra Banerjee, both Directors of the Company, retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Hartaj Sewa Singh & Mr. Alokendra Banerjee for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Mr. Atul Seksaria, an independent director submitted his resignation to the Board on March 01,2015 due to his pre-occupation. The same was accepted by the Board through Circular Resolution, which was further noted in the Board Meeting held on 27.05.2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Atul Seksaria towards the growth and development of the company during his tenure as a director.

The Board has appointed Ms. Purti Marwaha as an Independent Director of the Company (in place of Mr. Atul Seksaria) with effect from 12th February, 2015 to hold office for five consecutive years.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION, IF COMPANY IS COVERED UNDER SECTION 178(1)

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Companies Act 2013 and the listing agreement. Further, Company''s Remuneration policy is market led and takes into account the competitive circumstance of the business so as to attract and retain quality talent and leverage performance significantly.

AUDITOR''S REPORT/ SECRETARIAL AUDIT REPORT:

a. AUDITORS:

The Auditors M/s SANMARKS & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

b. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Naveen K. Rastogi of M/s. N.K. Rastogi & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

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

DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments noticed by the Board between the end of the financial year of the company, i.e., 31.03.2015 and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company regularly maintains a proper check in normal course of its business regarding Risk Management.

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

As per Section 135 of Companies Act, 2013, the Company does not fulfil the criteria of net worth or turnover for Corporate Social Responsibility, hence the same is not applicable to the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has approved vigil Mechanism in its Board Meeting to deal with instance of fraud and mismanagement, if any.

CORPORATE GOVERNANCE REPORT

As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 in continuation to circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014; the SEBI has exempted the applicability of clause 49 of the Listing Agreement to the Companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

Hence, Clause 49 is not applicable to the Company since the Paid up capital of Company as on the last day of the previous financial year is Rupees 3.90 Crores and the net worth does not exceed Rupees 25 Crores. However, the company has still presented a Corporate Governance Report as a matter of better Corporate Governance Practice, which have been highlighted in the Boards'' Report also.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

There was no employee in the Company and also drawing salary more than Rupees 60 lacs in the Company and as such no details are required to be given.

ACKNOWLEDGEMENT

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board For Swadeshi Polytex Limited

Sd/- Sd/- Place : New Delhi (S.B. Singh) (B. Mehrotra) Dated: 27th May,2015 Director Director (DIN No. 03225016) (DIN No. 03279399)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March, 2014.

HIGHLIGHTS

The factory of the Company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year. The Company had also not made any trading of products during the last financial year.

The Company has entered into the Real Estate sector in the earlier year. The Company has earned a revenue of Rs. 649.75 Lacs from selling of lease plot rights of the Company during the year. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL REPORT

The Financial Results of the Company for the year 2013-2014 are summarized below:

Year Ended on Year Ended on Particulars 31.03.2014 31.03.2013 (in Lakhs) (in Lakhs)

Total Income 733.71 1429.45

Total Expenditure 584.04 1446.72

Profit /Loss before exceptional 149.67 (17.26) items and tax

Deferred Tax Assets /current tax/ 171.66 152.54 income tax provision

Profit from continuing operation 321.34 135.27

Profit after tax 321.34 135.27

Balance in Profit & Loss Account (7112.00) (7247.27) brought forward from last Year

Balances Carried forward to (6790.65) (7112.00) Balance Sheet

DIVIDEND

Your Directors do not recommend any dividend for the year under review due to accumulated loss in the Company.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT.

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

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

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

In terms of the provisions of Section 149 and other applicable provisions of the "Companies Act, 2013'''' an independent director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation. In accordance with the provisions Mr. Atul Seksaria, Mr. Yezdezard Jehangir Dastoor, Mr. Niranjan Kumar Gupta, Mr. Naveen Aggarwal and Mr. Shyam Sunder Madan Directors are being appointed as Independent Directors for a period of five consecutive years up to March 31, 2019.

The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the "Companies Act, 2013" and Clause 49 of the Listing Agreement. The details of the proposal for appointment of independent directors are mentioned in the statement under Section 102 of the Companies Act'''' 2013'''' annexed to the Notice of the Annual General Meeting of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Gaurav Swarup (DIN 00374298) Directors and Mr. Shamsher Bahadur Singh Kathpal (DIN 03225016), retire by rotation and being eligible have offered themselves for re-appointment.

AUDITORS

M/s SANMARKS & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment.

AUDITORS REPORT

The observations made by the Auditors in the Annexure to the Auditors'' Report in point no. iii(g) are :

"In respect of the secured loan, in our opinion the interest of Rs.127.18 lac is overdue for payment." Management reply on the above observation:

The management had made adequate provision in the Balance Sheet for the interest accrued and due of Rs. 127.18 lac on secured loan and the same now has been paid by the Company.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

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

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

During the year under review, Your Company has not accepted any deposits in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.

For and on behalf of the Board FOR SWADESHI POLYTEX LIMITED

Sd/- Sd/- Place: New Delhi (P. C. Vaish) (B. Mehrotra) Date : 5th August, 2014 Director Director DIN No. 03440470 DIN No.03279399

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 43rd Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March, 2013.

HIGHLIGHTS

The factory of the Company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company continued with the business i.e. trading of textiles during the year.

The Company has entered into the Real Estate sector in the last year. The Company has got the approval of sub division of the plot of the existing land of the Company and in the process of the selling the plot of the Company. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL REPORT

The Financial Results of the Company for the year 2012-2013 are summarized below:

Year Ended on Year Ended on Particulars 31.03.2013 31.03.2012 (Rs.) (Rs.)

Total Income 142,945,847 55,452,719

Total Expenditure 144,672,315 202,796,901

Loss before exceptional items and tax (1,726,469) (147,344,182)

Deferred Tax Assets /current tax/ income tax provision (15,254,213) 84,210,640

Profit from period from continuing operation. 13,527,744 (63,133,542)

Profit from Discontinuing operation. - 28,075,465

Profit after tax 13,527,744 (35,058,077)

Balance in Profit & Loss Account brought forward from last Year (724,727,895) (689,669,818)

Balances Carried forward to Balance Sheet (711,200,151) (724,727,895)



DIVIDEND

Your Directors do not recommend any dividend for the year under review due to accumulated losses in the Company.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOING

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

DIRECTORS

Mr. R.K. Sharma, Mr. P.C. Vaish and Mr. Bipin Behari Mehrotra retire by rotation and being eligible, have offered themselves for re-appointment.

LISTING OF SHARES

The Bombay Stock Exchange had revoked the suspension of the Companies equity shares listed at their exchange. Now the Companies shares have started trading in Bombay Stock Exchange. The depositories for the Company''s shares are NSDL & CDSL. The listing fee of Mumbai Stock Exchange has also been paid by the Company till 2013- 2014. The Bangalore Stock Exchange has also delisted the Companies equity shares from their exchange on request of the Company. The Company requested the other regional Stock exchanges to delist the Companies shares as the shares of the Company are listed with the national wide Exchange i,e Bombay Stock Exchange.

AUDITORS

M/s SANMARKS & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company retires at the forthcoming Annual General Meeting. A letter has been received from M/s SANMARKS & ASSOCIATES, Chartered Accountants confirming that their appointment, if made, will be in conformity with the provisions of Section 224 (1-B) of the Companies Act, 1956. As per section 224A of the Companies Act 1956, members are requested to pass the special resolution.

COMMENTS ON AUDITORS'' REPORT

The management view on the auditors Comments are as follow.

Sl. No. AUDITORS COMMENTS MANAGEMENT VIEW

1 The TDS on contract payments of Rs. 1,25,341/- The TDS is now settled and there is no remaining outstanding for more than six months outstanding as of now. as at 31st March, 2013 from the date it was payable.

2 In respect of secured loan, the principal amount The matter is under discussion and the of Rs. 2363.21 lacs and interest of Rs. 82.99 lacs is Company is confident of settling the dues in overdue for payment. the current year from the monetization of its real estate assets.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- - Mr. Naveen Aggarwal - Chairman

- Mr. B. Mehrotra - Member

- Mr. N.K. Gupta - Member

- Mr. P.C. Vaish - Member

Mr. Naveen Aggarwal, Chairman of the Committee has adequate financial and accounting knowledge. Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee.

PUBLIC DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The report on Corporate Governance and the certificate from the Company Secretary in Practice regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms part of the Annual Report.

COMPLIANCE CERTIFICATE

N.K. Rastogi & Associates, Company Secretaries, has given the compliance certificate as required under section 383 A of the Companies Act, 1956. The Copy of the same is enclosed and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

(As per section 217 (2AA) of the Companies Act, 1956)

The Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

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

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.



For and on behalf of the Board

FOR SWADESHI POLYTEX LIMITED

Sd/- Sd/-

Place:New Delhi (R.K.SHARMA) (B.MEHROTRA)

Date :5th August 2013 Director Director

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Mar 31, 2010

The directors have pleasure in presenting the 40th Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March 2010.

HIGHLIGHTS

The factory of the company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company continued with the business trading of yarn/textiles during the year.

The Company is also exploring other business possibilities in the area of terry towel production, power generation and in real estate development.

FINANCIAL REPORT

The Financial Results of the Company for the year 2009-2010 are summarized below:

Year Ended on Year Ended on 31.03.2010 31.03.2009

Total Income 2,81,86,665 77,72,952

Net Loss before tax 4,48,78,176 14,28,82,124

Loss After Tax 4,48,78,176 14,28,82,124

Balance in Loss Account brought forward from last Year 61,28,69,289 46,99,87,165

Balances Carried forward to Balance Sheet 65,77,47,465 61,28,69,289

DIVIDEND

Your directors do not recommend any dividend for the year under review, due to brought forward losses in the Company.

FIXED DEPOSIT

Unclaimed Deposits which had matured for a total amount of Rs 4.74/- Lac could not be paid as not claimed by the deposit holders. As per the requirement of the Companies Act 1956, this amount was transferred to the Investor Protection Fund of the Central Government.

The Company has not taken any fresh deposits during the year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOING

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

COMMENTS ON AUDITORS REPORT

The auditors comments and remarks have been adequately explained by the management in the "Notes to Accounts".

DIRECTORS

Mr. Gaurav Swarup, Mr R.K. Sharma & Mr S.B. Singh retire by rotation and being eligible, have offered themselves for re-appointment.

LISTING OF SHARES

The shares of the Company are listed in all major stock Exchanges of the Country. However due to the critical financial condition of the Company, the Company was unable to comply with some of the listing requirements. Your Company is making all efforts to de-list the shares from the regional stock exchanges and to get the shares listed for trading in the Mumbai Stock Exchange. Your Director had also taken steps to comply various clauses of the listing agreement.

AUDITORS

M/S Suresh Bansal & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting. A letter has been received from Suresh Bansal & Co. Chartered Accountants confirming that their appointment, if made, will be in conformity with the provisions of Section 224 (1-B) of the Companies Act, 1956. As per section 224A of the Companies Act 1956, members are requested to pass the special resolution.

DIRECTORS RESPONSIBILITY STATEMENT

(As per section 217 (2AA) of the Companies Act 1956)

The Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures; ii) That the directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) That the directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.

For and on behalf of the Board

Place: New Delhi (H. S. Singh) (R. K. Sharma)

Date : 9th August, 2010 Director Director