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Directors Report of Welspun Investments & Commercials Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To,

The Members,

Welspun Investments and Commercials Limited

The directors have pleasure in presenting the 8th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2016.

1. Financial Results

(Rs,)

Particulars

2015-16

2014-15

Income

7,441,904

8,676,975

Expenditure

6,451,637

8,075,405

Profit before taxation

990,267

601,570

Excess / (short) provision of tax for earlier years

Nil

(94,100)

Profit after taxation

990,267

507,470

Profit available for appropriation

990,267

507,470

Balance b/f for Previous Year

(77,831,553)

(78,339,023)

Balance carried to Balance Sheet

(76,841,286)

(77,831,553)

2. Performance

During the year, in view of the subdued trading business opportunities, the Company''s revenue from operations reduced by 15.89% whereas profitability from operations by and large remained unchanged. The overall profit was higher because of sale of investments. The management is hopeful that the Company will be able to achieve the trading business with the expected growth in business opportunities.

3. Dividend

In view of accumulated losses, your directors do not recommend any dividend for the financial year ended March 31, 2016.

4. Internal controls

The Board had laid down internal financial controls to be followed by the Company which are commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of the explanation of Section 134(5)(e) of the Companies Act, 2013.

5. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

6. Associate Company

There was no change in the associate company as at the beginning and end of the year under report.

7. Auditors

i) Statutory Auditors

M/s. P Y S & Co., Chartered Accountants (Firm Registration No. 012388S) (Formerly known as M/s. S P C & Co.), who have been appointed up to the conclusion of the 12th Annual General Meeting, subject to ratification by the Members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

ii) Secretarial Auditors

The Board of Directors has re-appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2016-17.

8. Auditors'' Report

i) Statutory Auditors'' Report

The Auditors'' observation read with Notes to Accounts are self-explanatory and therefore, do not call for any comment.

ii) Secretarial Audit Report

Secretarial Audit Report given by M/s. S. S. Risbud & Co., Company Secretaries is annexed with the report as Annexure 1.

9. Share Capital & Listing

i) Issue of equity shares with differential rights

The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.

ii) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Outstanding Balance in the suspense account lying at the beginning of the year

Number of shareholders who approached issuer for transfer of shares from suspense account during the year

Transferred/Credited during the year

Balance outstanding

No. of shareholders

No. of Shares

No. of shareholders

No. of Shares

No. of shareholders

No. of Shares

No. of shareholders

No. of Shares

1,031

4,657

19

83

19

83

1,012

4,574

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

iii) Listing with the stock exchanges

The Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2015-16 have been paid to BSE and NSE.

10. Extract of the annual return

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 2.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company does not carry any activity which is covered under Section 134(3)(m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard.

12. Directors and Key Managerial Personnel

i) Changes in Directors and Key Managerial Personnel

Since the last report, except for change in Key Managerial Personnel as detailed below, no change took place in the Board of Directors:

- Ms. Priya Pakhare - resigned from the position of Company Secretary w.e.f. November 30, 2015.

- Mr. Amol Nandedkar - appointed as Company Secretary w.e.f. February 1, 2016

Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment by the Board.

Details about the director being re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

ii) Declaration by Independent Directors

The independent directors on the Board of the Company met the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.

iii) Formal Annual Evaluation

The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within and effective functioning of the Board. The evaluation process invited, through IT enabled platform, graded responses to a structured questionnaire for each aspect of evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2015-16, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated no independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and Board evaluated performance of the independent directors, the Board itself, the Chairman, the Committees of the Board, the information provided to the Board. All results were satisfactory.

13. Number of meetings of the Board of Directors

The Company''s Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. The Board comprises of 4 Directors out of which 3 are Independent Directors.

The composition and category of directors and relevant details relating to them are given below:

Name of Director

Category

Board Meetings Attended during the Year 2015-16

Attendance at the Last AGM

No. of other Directorships (as last declared to the Company)

No. of Chairmanship(s)/ Membership (s) of Committees including other Public Ltd. Cos.@ (as last declared to the Company)

Public

Private

Chairmanships

Memberships

Mr. L. T. Hotwani

NE

4/4

No

6

9

1

-

Mr. Atul Desai

NE, I

2/4

No

9

1

5

9

Mr. Raj Kumar Jain

NE, I

4/4

Yes

5

1

2

4

Ms. Mala Todarwal

NE, I

4/4

No

8

-

3

9

@ Chairmanship/membership of the Audit Committee and the Share Transfer, Investors'' Grievance and Stakeholders'' Relationship Committee alone considered.

Abbreviations:

I = Independent, NI = Non Independent, NE = Non-Executive Director

4 meetings of the Board of Directors were held during the financial year 2015-16 on the following dates: May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.

In addition to the above, a meeting of the Independent Directors was held on March 17, 2016 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.

It is confirmed that there is no relationship between the directors inter-se.

14. Audit Committee

The Committee comprises 3 non-executive independent directors having accounting and finance back-ground. The composition of the Committee and attendance of the members is given hereunder:

Name of the Member

Member / Chairman

Number of Meetings Attended

Mr. Rajkumar Jain

Chairman

4/4

Mr. Atul Desai

Member

2/4

Ms. Mala Todarwal

Member

4/4

The Company Secretary of the Company acted as the Secretary of the Committee.

4 meetings of the Audit Committee of the Board of Directors were held during the financial year 2015-16 on following dates: May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.

None of recommendations made by the Audit Committee were rejected by the Board.

Terms of reference -

The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under the Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

15. Nomination and Remuneration Committee

The Company had constituted the Nomination and Remuneration Committee consisting of non-executive independent directors. During the year under review, 4 meetings of the Committee were held on May 14, 2015, July 31, 2015, October 31, 2015 and February 1, 2016.

Terms of reference -

To recommend appointment of, and remuneration to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof from time to time.

Composition of the Committee -

The Committee comprises of 3 non-executive independent directors as on date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.

Remuneration Policy -

The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:

Appointment of Directors -

- While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company''s business, existing composition of the board of directors, diversity, skills, expertise of existing directors and background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act, 2013, standard listing agreement and any other laws as to composition of the Board.

- While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors ''Independently'' and avoid any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.

Remuneration of directors, Key Managerial Personnel, Senior Management Personnel -

- The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider top industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.

- The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the NRC and by the shareholders.

- The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed '' 1,00,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

- The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.

Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.

16. Establishment of vigil mechanism for directors and employees

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.

17. Particulars of contracts or arrangements with related parties

A related party transaction that was entered into during the year under report was on an arm''s length basis and was in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A related party transaction was entered into because of mutual need and to serve mutual interest. Except for this, sitting fees to independent directors, related party transaction listed in the financial statements, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The requirement of Form AOC-2 is not applicable to the Company.

18. Managerial Remuneration

No remuneration or perquisite was paid to, and no service contract was entered into with, but the sitting fees were paid to, the following independent directors for attending meetings of Board / Committees of the Board:

Sr. No.

Name of the Director

Sitting Fees (Rs,)

1

Mr. Atul Desai

72,000

2

Mr. Rajkumar Jain

1,58,000

3

Ms. Mala Todarwal

1,53,000

The above mentioned sitting fees paid to the independent directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees.

None of the directors had any transaction with the Company.

19. Shareholding of the Directors of the Company as on March 31, 2016

As on March 31, 2016, none of the directors held any shares in the Company

20. Management Discussion and Analysis

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report

21. Miscellaneous

During the year under report, there was no change in the general nature of business of the Company.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

The Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

22. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby 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;

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 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 the Companies Act, 2013 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. being a listed company, 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; and

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.

Acknowledgements

Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers and the shareholders. It will always be the Company''s endeavor to build and nurture strong relationship for mutual benefit.

For and on behalf of the Board of Directors

L. T. Hotwani Rajkumar Jain

Place: Mumbai Director Director

Date: May 6, 2016 DIN - 00007125 DIN - 00026544


Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 7th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2015.

1. Financial Results (Rs.)

Particulars 2014-15 2013-14

Income 8,676,975 11,232,152

Expenditure 8,075,405 129,811,043

Profit before taxation 601,570 (118,578,891)

Excess / (short) provision of tax for (94,100) Nil earlier years

Profit after taxation Nil (118,578,891)

Profit available for appropriation 507,470 (118,578,891)

Balance b/f for Previous Year (78,339,023) 40,239,868

Balance carried to Balance Sheet (77,831,553) (78,339,023)

2. Performance

During the year, in view of subdued trading business opportunities, the Company's revenue from operations reduced by 22.75%. Secondly the trading margin was under pressure. These reasons, affected profitability from the Company's operations. However, profit before tax was positive compared to significant amount of loss in previous year which was caused by impairment in value of investment. The management is hopeful that the Company will be able to achieve the trading business with the expected growth in business opportunities.

3. Dividend

In view of accumulated losses, your directors do not recommend any dividend for the financial year ended March 31, 2015.

4. Internal controls

The Board had laid down internal financial controls to be followed by the Company which are commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of the explanation of Section 134 (5) (e) of the Companies Act, 2013.

5. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

6. Associate Company

There was no change in the associate company as at the beginning and end of the year under report.

7. Auditors

i) Statutory Auditors

M/s. Suresh Surana & Associates LLP, Chartered Accountants, the Auditors retire at the conclusion of the forthcoming Annual General Meeting and have expressed their unwillingness to be reappointed for a further term.

Hence, the Board of Directors, based on recommendation of the Audit Committee, propose the appointment of M/s. S P C & Co., Chartered Accountants (Firm Registration No. 012388S) as the Statutory Auditors of the Company to hold office upto the conclusion of the 12th Annual General Meeting in place of retiring Auditors, M/s. Suresh Surana & Associates LLP, Chartered Accountants, to audit the accounts of the Company for the financial year 2015-16 to 2020-21 subject to ratification by the Members of the Company at every Annual General Meeting.

ii) Secretarial Auditors

The Board of Directors has re-appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditor of the Company for the year 2015-16.

8. Auditors' Report

i) Statutory Auditors' Report

The Auditors' observation read with Notes to Accounts are self-explanatory and therefore, do not call for any comment.

ii) Secretarial Audit Report

Secretarial Audit Report given by M/s. S. S. Risbud & Co., Company Secretaries is annexed with the report as Annexure 1.

9. Share Capital & Listing

i) Issue of equity shares with differential rights

The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.

ii) Disclosure of Shares held in suspense account under Clause 5A of the Listing Agreement

Outstanding Balance in Number of shareholders who the suspense account approached issuer for transfer lying at the beginning of of shares from suspense the year account during the year

No. of No. of No. of No. of shareholders Shares shareholders Shares

1,033 4,663 4 12

Transferred/Credited Balance outstanding during the year

No. of No. of No. of No. of shareholders Shares shareholders Shares

2 6 1,031 4,657

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

iii) Listing with the stock exchanges

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2014-15 have been paid to BSE and NSE

10. Extract of the annual return

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure 2.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company does not carry any activity which is covered under Section 134(3)(m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard.

12. Directors

i) Changes in Directors and Key Managerial Personnel

Since the last report, no change took place in the Board of Directors and the following Key Managerial Personnel were appointed:

* Mr. Gajendra Nahar - appointed as Chief Financial Officer w.e.f. August 1, 2014 and as Chief Executive Officer w.e.f. November 6, 2014.

* Ms. Priya Pakhare - appointed as Company Secretary w.e.f. August 1, 2014.

Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment.

Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

ii) Declaration by Independent Directors

The independent directors on the Board of the Company met the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.

iii) Formal Annual Evaluation

The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within and effective functioning of the Board. The evaluation process invited, through IT enabled platform, graded responses to a structured questionnaire for each aspect of evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2014-15, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman appointed for the Board Meetings, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated non-independent directors, the Board, the Committees, the Chairman appointed for the Board Meetings and the information to the Board. The Nomination and Remuneration Committee and Board evaluated performance of the independent directors, the Board itself, the Chairman appointed for the Board Meetings, the Committees of the Board, the information provided to the Board. All results were satisfactory.

13. Number of meetings of the Board of Directors

The Company's Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. The Board comprises of 4 Directors out of which 3 are Independent Directors.

The composition and category of directors and relevant details relating to them are given below:

Name of Director Category Board Attendance Meetings at the Attended Last AGM during the Year 2014-15

Mr. L. T. Hotwani NE 4/4 No

Mr. Arun Todarwal# NE, I 1/1 No

Mr. Atul Desai NE, I 3/4 No

Mr. Rajkumar Jain NE, I 4/4 Yes

Ms. Mala Todarwal* NE, I 3/3 No

Name of Director No. of Directorships No. of Chairmanship(s)/ (as last declared Membership (s) of to the Company) Committees including other Public Ltd Cos.@ (as last declared to the Company)

Public Private Chairman Member ships ships

Mr. L. T. Hotwani 8 7 1 -

Mr. Arun Todarwal# 7 2 1 7

Mr. Atul Desai 9 1 5 5

Mr. Rajkumar Jain 5 2 2 2

Ms. Mala Todarwal* 7 - 2 5

# Resigned w.e.f. July 1,2014

* Appointed w.e.f. August 1,2014

@ Chairmanship/membership of the Audit Committee and the Share Transfer, Investors' Grievance and Stakeholders' Relationship Committee alone considered

Abbreviations:

I = Independent, NI = Non Independent, NE = Non-Executive Director

4 meetings of the Board of Directors were held during the financial year 2014-15 on the following dates: May 20, 2014, August 1, 2014, November 6, 2014 and January 28, 2015.

In addition to the above, a meeting of the Independent Directors was held on March 31, 2015 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai and Mr. Rajkumar Jain.

It is confirmed that there is no relationship between the directors inter-se.

14. Audit Committee

The Committee comprises 3 non-executive independent directors having accounting and finance back-ground. The composition of the Committee and attendance of the members is given hereunder:

Name of the Member Member / Chairman Number of Meetings Attended

Mr. Rajkumar Jain Chairman 4/4

Mr. Arun Todarwal# Member 1/1

Mr. Atul Desai Member 3/4

Ms. Mala Todarwal $ Member 3/3

Mr. L. T. Hotwani* Member 1/1

# Resigned w.e.f. July 1,2014

$ Appointed w.e.f. August 1,2014

* Appointed as member for one meeting and relieved from the position of member in the same meeting held on 01.08.2015 The Company Secretary of the Company, Ms. Priya Pakhare acts as the Secretary of the Committee.

4 meetings of the Audit Committee of the Board of Directors were held during the financial year 2014-15 on following dates: May 20, 2014, August 1, 2014, November 6, 2014 and January 28, 2015.

None of recommendations made by the Audit Committee were rejected by the Board.

Terms of reference -

The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under the Listing Agreement and Section 177 of the Companies Act, 2013.

15. Nomination and Remuneration Committee

The Company had constituted the Nomination and Remuneration Committee consisting of non-executive independent directors. During the year under review, 4 meetings of the Committee were held on May 20, 2014, August 1, 2014, November 6, 2014 and January 28, 2015.

Terms of reference -

To recommend appointment of, and remuneration to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof from time to time.

Composition of the Committee -

The Committee comprises of 3 non-executive independent directors as on date of this Report viz. Mr. Atul Desai, Mr. Rajkumar Jain and Ms. Mala Todarwal.

Remuneration Policy -

The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:

Appointment of Directors :

* While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company's business, existing composition of the board of directors, diversity, skills, expertise of existing directors and, background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act, 2013, standard listing agreement and any other laws as to composition of the Board.

* While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors 'Independently' and avoid any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.

Remuneration of directors, Key Managerial Personnel, Senior Management Personnel :

* The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider top industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.

* The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the NRC and by the shareholders.

* The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 1,00,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

* The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.

Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.

16. Establishment of vigil mechanism for directors and employees

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.

17. Particulars of contracts or arrangements with related parties

A related party transaction that was entered into during the year under report was on an arm's length basis and was in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. A related party transaction was entered into because of mutual need and to serve mutual interest. Except for this, directors' sitting fees, related party transaction listed in the financial statements, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The requirement of Form AOC-2 is not applicable to the Company.

18. Managerial Remuneration

No remuneration or perquisite was paid to, and no service contract was entered into with, but the sitting fees were paid to, the following directors for attending meetings of Board / Committees of the Board:

Sr. Name of the Director Sitting Fees (Rs.) No.

1 Mr. Atul Desai 75,000

2 Mr. Rajkumar Jain 1,30,000

3 Ms. Mala Todarwal 1,10,000

4 Mr. Arun Todarwal 5,000

The above mentioned sitting fees paid to the Non-Executive Directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees.

None of the directors had any transaction with the Company.

19. Shareholding of the Directors of the Company as on March 31,2015

As on March 31, 2015, none of the directors held any shares in the Company

20. Miscellaneous

During the year under report, there was no change in the general nature of business of the Company.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

The Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

21. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby 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;

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 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 the Companies Act, 2013 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. being a listed company, 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; and

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.

Acknowledgements

Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers, and the shareholders. It will always be the Company's endeavor to build and nurture strong relationship for mutual benefit.

For and on behalf of the Board of Directors

L. T Hotwani Rajkumar Jain Place: Mumbai Director Director Date: May 14, 2015 DIN - 00007125 DIN - 00026544


Mar 31, 2014

The Members,

Welspun Investments and Commercials Limited

The Directors of your Company are pleased to present their 6th Annual Report together with Audited Financial Statement for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The financial results of the Company for the year under report are as under:

Particulars 2013-14 (Rs.) 2012-13 (Rs.)

Income 11,232,152 28,999,094

Expenditure 129,811,043 23,546,022

Profit before taxation (118,578,891) 5,453,072

Provision for current taxation Nil (254,237)

Profit after taxation (118,578,891) 5,198,835

Profit available for appropriation (118,578,891) 5,198,835

Balance b/f from Previous Year 40,239,868 35,041,033

Balance carried to Balance Sheet (78,339,023) 40,239,868

DIVIDEND:

Your directors do not recommend any dividend for the financial year ended March 31, 2014.

DIRECTORS:

Since the last Report, the following changes took place in the Board of Directors of the Company:

- Mr. Arun Todarwal (DIN - 00020916) was appointed as an additional director w.e.f. August 8, 2013 who resigned w.e.f. July 1, 2014.

- Ms. Mala Todarwal (DIN – 06933515) was appointed as an additional director w.e.f. August 1, 2014.

Your directors appreciate Mr. Arun Todarwal for the services rendered by him as a member of the Board.

Pursuant to the provisions of Section 150(2) read with Section 149(10) of the Companies Act, 2013, shareholders'' approval is sought for the appointment of Mr. Rajkumar Jain, Mr. Atul Desai and Ms. Mala Todarwal as Independent Directors of the Company for a term of five consecutive years, at the forthcoming Annual General Meeting.

Details about them are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that:

(i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

(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 as at the end of the financial year and of the loss of the Company for the year under review;

(iii) they have taken proper and suffcient care 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) they have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis;

AUDITORS:

Your Company''s Auditors, M/s. Suresh Surana & Associates, LLP, (converted into LLP w.e.f. 06.09.2013), Chartered Accountants (LLP Identity No. AAB-7509) retire at the forthcoming Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forth coming tenure. Members are requested to consider their re- appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

AUDITORS'' REPORT:

The Auditors'' observation read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

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

Your Company does not carry any activity which is covered under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and accordingly no data needs to be enclosed.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

LISTING WITH STOCK EXCHANGES:

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2014-15 have been paid to BSE and NSE

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance is annexed hereto as a part of this Report. A certifcate obtained from the Company Secretary in Practice regarding compliance of the conditions of the Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 read with rules made there under are not applicable to the Company.

ACKNOWLEDGEMENTS:

Your directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers, and the shareholders. It will always be the Company''s endeavor to build and nurture strong relationship for mutual benefit.

For and on behalf of the Board

Sd/-

Place: Mumbai L. T. Hotwani Date: August 1, 2014 Chairman


Mar 31, 2013

Dear Members,

WELSPUN INVESTMENTS AND COMMERCIALS LIMITED.

The Directors of your Company are pleased to present their 5th Annual Report together with Audited Statement of Accounts for the year ended March 31, 2013.

1. WORKING RESULTS:

The working results of the Company for the year under report are as under:

2012-13 2011-12 (Rs.) (Rs.)

Income 28,999,094 66,865,978

Expenditure 23,546,022 57,122,920

Profit Before taxation 5,453,072 9,743,058

Provision for current taxation (254,237) (23,234)

Profit After Taxation 5,198,835 9,719,824

Profit available for appropriation 5,198,835 9,719,824

Balance b/f for Previous Year 35,041,033 25,321,209

Balance Carried to Balance Sheet 40,239,868 35,041,033

2. DIVIDEND:

In order to conserve resources for the future, your directors do not recommend any dividend for the period ended March 31 2013.The directors expects that this will increase shareholders'' value in the long term.

3. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. L.T. Hotwani, a director liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment. The Board of Directors recommends his appointment for approval of the shareholders of the Company.

Brief resume of Mr. Hotwani proposed to be re-appointed is provided in the Notice for convening the Annual General Meeting.

4. DISCUSSION OF FINANCIAL PERFORMANCE

a. Revenue: During FY13 the revenue from operations was Rs. 28.99 million as compared to Rs. 66.86 million in FY12. The Company is capitalizing on the opportunity to build on a strong trading business and at the same time focusing on its investment activities yielding market realistic returns. The Company''s strong in- house capabilities give it a competitive edge in the industry.

b. Purchases of Stock in Trade: The purchase of stock in trade was Rs. 16.36 million in FY13 as compared to Rs. 40.28 million in FY12.

c. Employee Benefit Expenses: The Employee Benefit Expense was at Rs. 1.84 million in FY13 as compared to Rs. 1.77 million in FY12 showing a marginal increase.

d. Interest Cost: The Interest expense was Rs. 3.36 million in FY13 as compared to Rs. 13.19 million in FY12.

e. Other Expenses: The other expenses was Rs. 1.96 million in FY13 as compared to Rs. 1.87 million in FY 12 showing a marginal rise compared to last year.

f. Profit (Loss) before Tax: The Profit before tax stands at Rs. 5.45 million in FY13 as compared to Rs.9.74 million in FY 12.

g. Profit (Loss) After Tax : The Profit after tax in FY13 stands at Rs. 5.19 million as compared to Rs.9.71 million in FY12. The PAT margin in FY 13 was 18% as compared to 15% in FY12 which reflects better margins made during the year.

h. Networth: The Networth of the Company stands at Rs. 273.58 million in FY13 as compared to Rs.268.36 million in FY12 showing a marginal increase.

6. PUBLIC DEPOSITS

The Company does not accept any deposit from public and hence has not contravened provisions of section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank of India Rules, if any.

7. AUDITORS

The Auditors of the Company, M/s Suresh Surana & Associates Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.Their re-appointment as the Auditors for the financial year 2013-14, forms part of the Notice of the said Annual General Meeting.

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

Your company does not carry any activity which is covered under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and accordingly no data needs to be enclosed.

9. PARTICULARS OF EMPLOYEES

No employee has drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with rules made there under.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that they had:

a. followed in the preparation of annual accounts, the applicable accounting standards and given proper explanation relating to material departures, if any;

b. 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 that period;

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities; and

d. Prepared the accounts on a going concern basis.

11. ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and support extended by the Group Companies, Central Government, State Governments, bankers, customers, and the shareholders. The directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year. It will be always be the Company''s endeavor to build and nurture strong relationship for mutual benefits.

For and on behalf of the Board

Place: Mumbai L.T. Hotwani

Date: May 15, 2013 Chairman


Mar 31, 2012

To The Member of WELSPUN INVESTMENTS AND COMMERCIALS LIMITED.

The Directors of your Company are pleased to present their 4th Annual Report together with Audited Statement of Accounts for the year ended March 31, 2012.

1. WORKING RESULTS:

The working results of the Company for the year under report are as under:

2011-12 2010-11 (Rs.) (Rs.)

Income 66,865,978 31,701,562

Expenditure 57,122,920 20,089,326

Profit Before taxation 9,743,058 11,612,236

Provision for current taxation (23,234) (562,009)

Profit After Taxation 9,719,824 11,050,227

Profit available for appropriation 9,719,824 11,050,227

Balance b/f for Previous Year 25,321,209 14,270,982

Balance Carried to Balance Sheet 35,041,033 25,321,209

2. DIVIDEND

In order to conserve resources for the future, your directors do not recommend any dividend for the period ended March 31, 2012.The directors submit that this will increase shareholders' value in the long term.

3. DIRECTORS

The Board of Directors of the Company at its meeting held on November 08, 2011, had appointed Mr. L. T. Hotwani as an additional director of your Company. As per the provisions of Section 260 of the Companies Act, 1956 ("Act") he will hold office until the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with requisite deposit in respect of Mr. L. T. Hotwani, proposing his appointment as director of the Company.

Mr. B. K. Goenka in view of his expanded role across the Welspun Group resigned as the Director of the Company. His resignation was accepted by the Board from the close of office hours on November 08, 2011.Your directors place on record their appreciation for the valuable service rendered by Mr. Goenka during his tenure as the director of the Company.

Consequent to the resignation of Mr. B. K. Goenka from the Board of the Company, Mr. L.T. Hotwani is appointed as the Chairman of the Board.

Mr. Shailesh Vaidya, Director, resigned from the Board with effect from August 08, 2012. The Board has placed on record their appreciation for the valuable contribution made to your Company by Mr. Vaidya.

The Board of Directors of the Company at its meeting held on August 08, 2012, had appointed Mr. Atul Desai as an additional director of your Company. As per the provisions of Section 260 of the Act he will hold office until the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with requisite deposit in respect of Mr. Atul Desai, proposing his appointment as director of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Raj Kumar Jain, Director retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment. The Board of Directors recommends his appointment for approval of the shareholders of the Company.

Brief details of the Directors proposed to be re-appointed/appointed are provided in the Notice for convening the Annual General Meeting.

4. PUBLIC DEPOSITS

The Company does not accept any deposit from public and hence has not contravened provisions of section 58A of the Act, and Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank of India Rules, if any.

5. AUDITORS

The Auditors of the Company, M/s Suresh Surana & Associates, Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits under Section 224(1B) of the Act.

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

Your Company does not carry any activity which is covered under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and accordingly no data needs to be enclosed.

7. PARTICULARS OF EMPLOYEES

No employee has drawn salary in excess of the limits specified under Section 217(2A) of the Act read with rules made there under.

8. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that they had:

a. followed in the preparation of annual accounts, the applicable accounting standards and given proper explanation relating to material departures, if any;

b. 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 that period;

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities; and

d. Prepared the accounts on a going concern basis.

9. ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and support extended by the Group Companies, Central Government, State Governments, bankers, customers, and the shareholders. The directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board

L. T. Hotwani

Chairman

Place: Mumbai

Date: August 08, 2012


Mar 31, 2010

The directors have pleasure in presenting their 2nd Annual Report together with Audited Statement of Accounts for the year ended March 31, 2010.

STATEMENT OF AFFAIRS:

1. ACQUISITION OF INVESTMENT AND TREASURY DIVISION PURSUANT TO THE SCHEME OF ARRANGEMENT

During the year under report, your Company has acquired the Investment and Treasury Division of Welspun India Limited pursuant to the Composite Scheme of Arrangement in the nature of Demerger for transfer of Investment and Treasury Division of Welspun India Limited (WIL) to Welspun Investments and Commercials Limited (formerly Welspun Investments Limited) and Restructure of Capital of these companies ("Scheme") which was sanctioned by the Honble High Court of Gujarat at Ahmedabad on May 8, 2009. The Scheme became effective on June 12, 2009 i.e. the date of filing of a copy of the Order with the Registrar of Companies, Gujarat ("Effective Date"). On the Scheme becoming effective, the issued, subscribed and paid up capital of the Company as on that date, being Rs.5,00,000 divided into 50,000 equity shares of Rs.10/- each stood cancelled. Pursuant to the Scheme, the Company has issued and allotted 36,54,476 equity shares of Rs. 10/- each on July 14, 2009 to the equity shareholders of WIL holding equity shares as on record date, June 26, 2009 in the ratio of 1 (one) Equity Share of Rs.10/- each for every 20 (twenty) equity shares of Rs.10/- each held in WIL, leaving apart fractional entitlements which will be dealt with pursuant to the Scheme.

Accordingly, as on March 31, 2010, the aggregate paid up capital of the Company is Rs. 3,65,44,760 consisting of 36,54,476 equity shares of Rs. 10/- each.

2. FINANCIAL PERFORMANCE

2009-10 2008-09 (Rs.) (Rs.)

Income 51,440,576 655

Expenditure 32,725,567 74,781

Profit/(Loss) Before taxation 18,715,009 (74,126)

Provision for current taxation (4,369,901)

Profit / (Loss) After Taxation 14,345,108 (74,126)

Profit available for appropriation 14,345,108 -

Transfer to Reserve 14,270,982 (74,126)

Balance b/f for Previous Year (74,126)

Balance Carried to Balance Sheet 14,270,982 (74,126)

During the financial year under review, considering the transfer of division and commencement of trading activities, your Company has recorded total income from operations of Rs. 51,440,576. Profit after tax stood at Rs. 14,345,108 as against a loss of Rs. 74,126 the previous year.

3. DIVIDEND

With a view to plough back the profits for consolidating financial position of the Company to achieve long term growth, your directors do not recommend any dividend for the period ended March 31, 2010. Your directors are of the opinion that this is in long term interest of the Company as well as its stakeholders.

4. LISTING OF EQUITY SHARES

The Company has applied for permission for getting relaxation from applicability of Rule 19 (2) (b) under the Securities Contract (Regulations) Rules, 1957 to Securities and Exchange Board of India (SEBI). After receipt of the said permission the equity shares of the Company will be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has made applications to BSE and NSE for listing of equity shares, issued pursuant to the Scheme and has received in-principle approvals for listing of the said shares.

5. CHANGES IN MEMORANDUM

Change of Name:

The Shareholders in their Extra-Ordinary General Meeting (EGM) held on February 24, 2010 approved the change in name of Company from Welspun Investments Limited to Welspun Investments and Commercials Limited. The name of the Company was changed with effect from March 31, 2010 on receipt of fresh certificate of incorporation consequent upon change of name from Registrar of Companies (ROC), Gujarat.

Changes in Object Clause:

The Shareholders in their aforesaid EGM approved the change in object clause of the Company by inserting a new clause relating to carrying on the activities of trading in all kinds of commodities.



7. PUBLIC DEPOSITS

The Company does not accept any deposit from public and hence has not contravened provisions of section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 and Reserve Bank of India Rules, if any.

8. DIRECTORS

The Board of Directors of the Company at its meeting held on December 16, 2009 had appointed Mr. Arun Todarwal, Mr. Shailesh Vaidya, and Mr. R.K. Jain as an Additional Directors of your Company. As per the provisions of Section 260 of the Companies Act, 1956 these Directors will hold office until the conclusion of the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Act along with requisite deposit in respect of the aforesaid persons, proposing their appointment as directors of the Company.

Mr. R.R. Mandawewala, Mr. M.L. Mittal, and Mr. D.K. Patil ceased to be the directors of the Company w.e.f December 1.6, 2009. The Board of Directors places on record its appreciation for the valuable contribution made by all of them during their tenures as directors of the Company.

In term of the provision of the Companies Act, 1956 and as per the Articles of Association of the Company, Mr. B.K. Goenka, director of the company retires by rotation and being eligible offers himself for re-appointment.

9. AUDITORS

The Auditors of the Company, M/s Suresh Surana & Associates, Chartered Accountants hold office until the conclusion of the forthcoming Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. They have indicated their willingness to accept re-appointment.

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

Your company does not carry any activity which is covered under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and accordingly no data needs to be enclosed.

11. PARTICULARS OF EMPLOYEES

No employee has drawn salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with rules made there under.

12. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that they had:

a. followed in the preparation of annual accounts, the applicable accounting standards and given proper explanation relating to material departures, if any;

b. 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 that period;

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities; and

d. Prepared the accounts on a going concern basis.

13. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the valuable support and assistance received by your Company from Banks, Government authorities, Regulatory authorities and the stakeholders for their continued co- operation and support to the Company. The Board also thanks the employees at all levels for their dedication, commitment and hard work put in by them for Companys achievements.

For and on behalf of the Board

B. K. Goenka

Place : Mumbai Chairman

Date : July 6, 2010

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