Directors Report of Tilak Ventures Ltd.

Mar 31, 2014

Dear MEmbers,

The Directors present their 33rd Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014.

Financial Results:

(Amt in Lacs)

Particulars Year Ended Year Ended

31/03/2014 31/03/2013

Income 641.28 248.74

Profit before Dep. & Int. (24.34) 10.98

Depreciation 13.65 17.62

Interest 0.15 0.02

Profit after Depreciation & Interest (38.14) (6.66)

Provision for Taxation (0.63) 1.39

Provision for Tax (deferred) 43.18 (2.68)

Profit after Tax 4.40 (5.37)

Net profit/ (Loss) 4.40 (5.37)

Amount Available for Appropriation 4.40 (5.37)

Balance carried to Balance Sheet 4.40 (5.37)

Financial Performance:

Your directors feel glad to present you the financials for the F.Y. 2013-14. During the year under consideration your company has performed well and managed to earn profit. Since the profit for the year is not a considerable amount, but company managed to turn itself into profitable concern as compare to last year.

During the year Company''s total income including other income is Rs 641.28 Lacs as compared to Rs.248.74 Lacs in the previous year and thereby registering an increase of 157.81 % as compared to the previous year. The Net Profit after tax is Rs. 4.40 Lacs against the loss of Rs. (5.37) Lacs in the previous year, thus registering a profit as against the loss of the previous year.

Dividend:

The Directors have decided to plough back the profits.

Directors:

During the year under review, your Board inducted Mrs. Madhu Rajkumar Goel as an Additional Director of the Company in the category of Independent Director. In terms of Section 161 of the Companies Act 2013 (corresponding Section 260 of the Companies Act 1956) Mrs. Madhu Rajkumar Goel will hold office up to the date of the ensuing Annual General meeting. The Company has received notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Madhu Rajkumar Goel as an Independent Director. Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as Independent Director not liable to retire by rotation for a period of 5 consecutive years up to 6th March, 2019.

As per the provisions of the Companies Act, 2013 Mr. Tejas Vinodrai Hingu, Director & CFO of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Board has recommended his re-appointment.

During the year under review Mrs. Tanu Girraj Kishor Agarwal and Mr. Praveen Vidyashankar Vasishth has resigned from the Board with effect from 24/01/2014 and 07/03/2014, respectively due to their pre- occupation. Board appreciates the valuable contribution to the Company during the tenor of their directorship.

Declaration of Independence by Directors:

The Independent Non-executive Directors of the Company, viz. Mr. Tushar Ramchandra Rane and Mrs. Madhu Rajkumar Goel have affirmed that they continue to meet all the requirements specified under Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an "Independent Director" of Tilak Finance Limited

Auditors:

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, have been the Auditors of the Company since 14th July, 2010 and have completed a term of four years. As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Pravin Chandak & Associates, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 27th August, 2014, proposed the appointment of M/s. Pravin Chandak & Associates, as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 38th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

Auditors Report:

Observations made in the Auditors'' Report are self- explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

Deposits:

Your Company has not accepted any Deposits and as such no amount on account of principal or interest on Public Deposits within the meaning of Section 73 of The Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

Application to RBI:

With reference to remarks made by the Auditor in its report, we would like to inform you that Since your Company is engaged in the business of Share Trading, Investment and granting of Loan & Advances, which was classified as a NBFC Activities by RBI and such Companies need to get registered with RBI and to hold valid COR to carry on such activities. With the view to comply with the provision of RBI Act, 1934, your Company has made an application to RBI to obtain Certificate of Registration in the month of April, 2014, but RBI has stop to accepting application vide its press release No. 2013-2014/1931 dated 1st April, 2014.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date.

3. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Postal Ballot:

During the year company has carried out Postal Ballot u/s 192A of the Companies Act, 1956 for changing its Main Object from Travel Portal and Solution Agent to Share Trading and Finance business, Commencement of new business and consequently company has also changed its name from ''M/s. Out of City Travel Solutions Limited'' to ''M/s. Tilak Finance Limited'' to reflect its main

business activity in its name. The Members of the Company had approved the same by casting their vote threw postal ballot and company declared the result of postal ballot in its duly conveyed board meeting held on 08/03/2014.

Change in Main Object:

Your company has altered its main object from Finance Business to Travel Portal Business in the year 2011 as an ongoing endeavor to diversify into certain new and profitable business venture with high amount of expectation and optimism to get success in its new business ventures but due to some misfortunes and cut throat competition from giants in the field of Travel portal and solutions industry, your company had faced much difficulties to survive and could not able to find its play level filed and the business did not turn out to be a profitable venture for the company and management had decided to ceased travel portal business and resumed to its previous activities i.e. share trading and financing, in which the company has good competitive edge and wide experience in comparison with its peer group companies in that field.

Since the company has resumed to finance and share trading activities, the management of the company has been of the view that its main object also should be get altered accordingly and decided to carry out postal ballot to seek members'' approval for the same.

Change in Name:

As the members of the company are already aware, that during the year under consideration your company has changed its main object from Travel portal and solution activity to Finance and share trading activities activity. So keeping legal point in mind and to give a wider meaning and better understanding of the Company''s Business to the stakeholders, the management of the company was of a view that it shall be beneficial and advisable for company to have the name of the company in consolation with its main object and decided to change name of the company from ''Out of City Travel Solutions Ltd'' to ''Tilak Finance Limited'' for which company has carried out postal ballot.

Statutory Disclosures:

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the said Act, this report is being sent to all the members excluding the particulars of the employees.

Directors'' Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance Sheet.

Directors Response to Remarks in Auditor''s Report

"The Company did not have an internal audit system during the year" In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

Conservation of Energy and Technology Absorption:

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

Foreign Exchange:

There is no inflow and outflow of Foreign Exchange.

Particulars of Employee:

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

Listing of Shares:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014 – 2015.

Corporate Governance Compliance:

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Green Initiative in Corporate Governance:

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Companies Act, 2013:

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Place: Mumbai Sd/- Sd/-

Dated: 27/08/2014 Girraj Kishor Agrawal Madhu Goel

(Managing Director) (Director)

---

Mar 31, 2013

To The Members

The Directors present their 32nd Annual Report with Audited Statement of Accounts for the year ended on March 31, 2013.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2013 Year Ended 31/03/2012

Income 248.74 1297.43

Profit before Dep. & Int. 10.98 1.70

Depreciation 17.62 82.63

Interest 0.02 0.00

Profit after Depreciation & Interest (6.66) (80.93)

Provision for Taxation 1.39 0.00

Provison for Tax (deferred) (2.68) 0.00

Profit after Tax (5.37) (80.93)

Net profit/ (Loss) (5.37) (80.93)

Amount Available for Appropriation (5.37) (80.93)

Balance carried to Balance Sheet (5.37) (80.93)

FINANCIAL HIGHLIGHTS

During the year Company''s total revenue including other income is Rs 248.74 lacs as compared to Rs.1297.43 lacs in the previous year and thereby registering a decrease of 80.83 % as compared to the previous year. The total expenditure during the year under review was Rs.255.40 lacs against Rs.1378.36 lacs in the previous year registering an decrease of 81.47% as compared to the previous year. The Net Profit / (Loss) after tax was Rs. (06.66) lacs against Rs. (80.93) lacs in the previous year, registering an decrease in loss of 91.77% as compared to the previous year.

DIVIDEND

Since the Company has Incurred Losses hence no dividend is declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Praveen Vidyashankar Vasishth retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

DEPOSITS

During the year your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

b) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

c) 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. Pravin Chandak & Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CHANGE OF REGISTERED OFFICE

The Board of Directors has approved shifting of registered office of the company within the local limit of same city from Goregoan (west) to Andheri (west).

PREFERENTIAL ISSUES

During the year company has alloted 62,80,000 equity shares of Re.1/- each at a premium of Rs.22/- on preferential basis to non promoters on 18/10/2012.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable.

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013 - 2014.

GREEN INITIATIVE IN CORPORATE GOVERNANCE''

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with RTA of the Company.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

REGISTERED OFFICE BY ORDER OF THE BOARD

E/109, Crystal Plaza, New Link

Road, Opp. Infinity Mall, Sd/-

Andheri (West), Mumbai: 400053. Girraj Kishor Agrawal

Dated: 28/08/2013 (Chairman)

---

Mar 31, 2011

The Members

The Directors present their 30th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Results (Amt. In Lacs)

Particulars Year Ended 31/03/2011 Year Ended 31/03/2010

Income 790.25 245.56

Profit before Dep. & Int. 37.60 170.84

Depreciation 17.52 3.82

Interest 0.00 0.00

Profit after Depreciation & Interest 20.07 167.02

Provision for Taxation 3.72 47.07

Provison for Tax (deferred) 8.61 8.83

Profit after Tax 7.74 111.12

Net profit/ (Loss) 7.74 111.12

Amount Available for Appropriation 7.74 111.12

Balance carried to Balance Sheet 7.74 111.12

FINANCIAL HIGHLIGHTS

During the year Company's total sales including other income is Rs 790.25 lacs as compared to Rs. 245.56 lacs in the previous year and thereby registering an increase of 222% as compared to the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Girraj Kishor Agrawal retire by rotation at the ensuing Annual General Meeting, and being eleigible offers himself for reappointment.

During the financial year 2010-11, the Board of Directors appointed Mr. Tushar Rane as an Additional Director with effect from 11 November, 2010. Your Directors recommend the appointment of Mr. Tushar Rane as a Director of your Company at the forthcoming Annual General Meeting.

The Board of Directors also appointed Mr. Pravin Vasishth as an Additional Director with effect from 15 July, 2011. Your Directors recommend the appointment of Mr. Pravin Vasishth as a Director of your Company at the forthcoming Annual General Meeting.

DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

AUDITORS

M/S. PRAVIN CHANDAK & ASSOCIATES, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) & 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable

PARTICULARS OF EMPLOYEE

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2010 - 2011.

BONUS SHARES

Evaluating the good business done by the Company and in order to create long term value for its investors, reward to the public shareholders, the Board of Directors of the Company has approved and recommends, issue and allotment of Bonus shares by capitalization of Reserves and Surplus of the Company.

PREFERENTIAL ALLOTMENT

During the year Company has issued 1,09,95,000 equity shares at Rs of Rs.10/- each at premium of Rs 5/- on preferential basis to promoters and non promoters.

POSTAL BALLOT

Postal ballot was conducted by the company for the alteration in Objects Clause of Memorandum of Association.

GREEN INITIATIVE IN CORPORATE GOVERNANCE'

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialised form with their respective depository participants and in respect of shares held in physical form with TSRDL.

CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/-

Girraj Kishor Agrawal

PLACE : MUMBAI Chairman

DATED : 15/07/2011

---

Mar 31, 2010

The Directors are pleased to present the 29th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2010.

1. Financial Results

(Rs. In Lacs) Particulars Year ended Year ended

31/03/2010 31/03/2009

Income 245.56 67.74

Profit before Dep. & Int. 163.20 (1.64)

Depreciation 3.82 0

Interest 0 0

Profit after Depreciation & interest 167.02 (1.64)

Provision for Taxation 55.90 0

Profit after Tax 111.12 (1.64)

Balance brought forward (3.49) (1.85)

Balance carried to Balance Sheet 107.63 (3.49)

2. FINANCIAL HIGHLIGHTS

During the year Companys income is Rs. 245.56 Lacs as compared to Rs 67.74 lacs in the previous year.

3. DIVIDEND

Your Directors have decided to plough back the profits and therefore no Dividend is declared.

4. DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956.

5. PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 are not applicable.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Smt. Tanu Agrawal, & Shri Satish Singasane retire by rotation at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 financial year and of the profit of the Company for that period.

(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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

8. AUDITORS

M/s. R. Soni & Co., Chartered Accountants the Auditor of the company who were appointed in the previous Extra Ordinary General Meeting retire at the conclusion of this ensuing Annual General Meeting and M/s. Pravin Chandak & Associates appointed as auditors of the company.

9. AUDITORS REPORT

Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable.

11. FOREIGN EXCHANGE EARNINGS / OUTGO

During the year, under review there has been no foreign exchnage outflow.

12. LISTING OF SHARES

Equity shares of your Company are listed on Mumbai Stock Exchange only and the Company has paid the necessary Listing fees for the year 2009 - 2010 in time.

13. CORPORATE GOVERNANCE COMPLIANCE

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

14. ACKNOWLEDGEMENTS

The Board of Directors wishes to express sincere thanks to Bankers, shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

BY ORDER OF THE BOARD OF DIRECTORS

Registered Office :

E-109, Crystal Plaza, Girraj Kishore Agrawal

New Link Road, Andheri (W), Chairman

Mumbai - 400 053

Place : MUMBAI

Date: 15th June, 2010

---

Mar 31, 2009

The Directors take pleasure in presenting the Annual Report on the Business operations of the Company along with their Statement of Audited Accounts for the year ended 31st March, 2009.

1 FINANCIAL RESULTS:

(Rs. in Lacs)

(Particulars

2008-2009 2007-2008

Income 67.74 28.38

Less:Expenses 69.39 22.69

Net Profit / (Loss) before tax (1.65) 5.69

Less: Provision for Taxation -- 1.80

Net Profit / (Loss) for the year (1.65) 3.89

Balance Brought Forward (1.84) (5.73)

Balance Carried to Balance Sheet (3.49) (1.84)

2. OPERATIONS:

During the year under review, the Company earned Income of Rs. 67.74 lacs from its Investments Activities. However due to volatility in the capital market prevailed during the year, due to recessionary trend witnessed by the economy on account of global finance turmoil, your Company suffered loss of Rs. 1.65 lacs.

3. DIVIDEND:

In view of the losses, your Directors do not recommend payment of dividend for the financial year ended 31st March 2009.

4 DIRECTORS:

During the year under review, Mr. Rajendra Kumar Saraf and Mr. Satish Singasane were appointed as Additional Directors with effect from 5,th March, 2009 and 1st October, 2008 respectively. Their term as Additional

Director expires at the ensuing Annual General Meeting of the Company and they being eligible have offered themselves for appointment.

The Board recommends their appointment as Director of the Company. Necessary resolutions for their reappointment as director are incorporated in the Notice of the Annual General Meeting for the approval of the members.

Mrs. Rekha Saraf, Director passed away on 5th March, 2009. The Board places on record the appreciation for the services rendered by Mrs. Rekha Saraf during her tenure as Director of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT:

As required by the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable standards have been followed along with proper explanations relating to material departures.

- That such accounting policies have been selected 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 31st March, 2009 and of the loss of the Company for the year ended 31st March, 2009

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s. Phirodia Bafna & Associates., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the retiring Statutory Auditors to the effect that their appointment, if

12. ACKNOWLEDGEMENT:

We take the opportunity to express our deep sense of gratitude to the Companys Bankers and local authorities. We also express our gratitude to the Shareholders for reposing their confidence and faith in the Company.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

DATE: 30th June, 2009 DIRECTOR DIRECTOR

PLACE: MUMBAI