Directors Report of Indoworth Holdings Ltd.

Mar 31, 2014

The Members

The Directors have pleasure in presenting the 28th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March, 2013 (Rs. In ''000) (Rs. In ''000)

Total Income 14387.63 11607.81

Profit before Interest and Depreciation 679.60 323.55

Less : Interest - -

Profit before Depreciation 679.60 323.55

Less : Depreciation 202.48 202.48

Profit before Tax 477.12 121.07

Less : Provision for Taxation 198.66 48.43

Less : Deferred Tax (52.67) (43.91)

Profit After Tax for the year 331.13 116.55

Add : Balance B/F from the Previous year 4432.10 4315.55

Profit available for appropriation 4763.23 4432.10

Appropriations :

General Reserve - -

Dividend on Equity Shares - -

Tax on Proposed Dividend - -

Surplus Balance carried to Balance Sheet 4763.23 4432.10

DIVIDEND :

The Directors have not recommended any dividend for the year.

OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total Income mainly from Trading activities stood increased to Rs.143.88 lacs as against Rs. 116.08 lacs in the previous year, Profits after Tax increased to Rs. 331.13 Lacs as against Rs. 116.55.

Steps are being taken to increase existing business activities and also consider possibilities of starting fresh ventures.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

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

AUDITORS'' REPORT :

The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comment.

DIRECTORS :

Mrs. Meena Lohia ( DIN : 02331504), retire by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

During the Year 2013-2014, Mr. B. L. Jain (DIN : 00865207) resigned from the Board with effect from 25.02.2014.

Mr. P. P. Chowdhury (DIN : 01460839) has ceased as Director of the Company with effect from 18.03.2014.

Mr. Kamal Sharma (DIN : 02946513) has been appointed as an Additional Director of the Company with effect from 25.02.2014. Appropriate Resolution seeking your approval for his appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

The Auditors M/s R. K Chandak & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 27th May, 2014, have appointed M/s K.K.Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-2015.

COMPLIANCE CERTIFICATE :

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from a Secretary in Whole time Practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of such certificate is placed before the Board and noted.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

Statement/Disclosures required pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder are not applicable.

On Behalf of the Board

Place : Kolkata Kamal Sharma S. K. Rathi Date : 27th May, 2014 Director Director

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Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

31st March 2011 31st March, 2010 (Rs. In '000) (Rs. In '000)

Total Income 15757.28 19725.20

Profit before Interest and Depreciation 543.62 1585.12

Less: Interest

Profit before Depreciation 543.62 1585.12

Less: Depreciation 255.20 173.25

Profit before Tax 288.42 1411.87

Less: Provision for Taxation 80.88 402.52

Less: Deferred Tax (1.37) 33.74

Profit After Tax for the year 208.91 975.61

Add: Balance Brought Forward from the Previous year 3950.61 2975.00

Profit available for appropriation 4159.52 3950.61 Appropriations : General Reserve Dividend on Equity Shares Tax on Proposed Dividend

Surplus Balance carried to Balance Sheet 4159.52 3950.61

DIVIDEND :

The Directors have not recommended any dividend for the Year due to inadequacy in the post-tax profits of the Company.

OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, both Trading as well as miscellaneous other Income stood reduced to Rs. 157.57 lacs as against Rs. 197.75 lacs in the previous year, with some minor profits arising from sale of Securities.

Steps are being taken to increase existing business activities and also consider possibilities of starting fresh ventures.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58Aof the Companies Act, 1956 and the rules made there under.

DIRECTORS* RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judge ments and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities:

d)' That the Annual Accounts have been prepared on a going concern basis.

AUDITORS'REPORT:

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

DIRECTORS :

Mr. P. P. Chowdhury and Mr. Shyam Kumar Rathi retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS :

The Auditors M/s. R. K. Chandak & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION:

Statement/Disclosures required pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under are not applicable.

On Behalf of the Board

Place : Kolkata P.P.Chowdhury Shyam Kumar Rathi

Date :25th August, 2011 Director Director