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Directors Report of Williamson Financial Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2015.

ACCOUNTS

The key figures in the results of the Financial Year ended 31st March, 2015 being as under :

(Rs. in Lakhs) (Rs. in Lakhs) Financial Year Financial Year 2014-15 2013-14

Revenue from Operations 1255.11 855.50

Other Income 15.87 0.85

Provision for Diminution written back in the value of Long Term Investments 2991.92 1490.33

Expenses 1738.05 1427.21

Depreciation 1.89 0.65

Provision for Standard Assets / (Written Back) 9.38 (0.08)

Profit/(Loss) for the Year before tax 2513.58 918.90

Tax Expenses (0.11) (0.26)

Profit /(Loss) After Tax 2513.47 918.64

In view of the accumulated loss of the Company no dividend is recommended for the Financial Year 2014-15 and no amount is carried to any Reserve in respect of the period.

STATE OF AFFAIRS

The comparative study of the performance in respect of the Financial Year under review with that of the previous Financial Year shows an overall improvement of the Revenue from Operations by 46.71% due to escalation in the Interest Income by 90.18 % and Dividend Income by 3.70%. Other income mainly represents rental income. Provision for diminution in the value of long term investments written back has been more than doubled on account of increase in the market price of the Shares held by the Company on long term basis. The greater in total expenses during the year is attributable to the higher interest expense for higher borrowing necessitated by the business operations. Provision for Standard Assets had to be created afresh due to the growth in the Company's assets in terms of the short term loans extended and interests receivables therefrom according to the applicable R B I Notification. As a result, the profits before tax increased from Rs.918.90 Lakhs to Rs.2513.58 Lakhs i.e., around 2.74 times of the last year's figure. So also is the rate of growth in the Profit after Tax.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board informs with heavy heart that during the Financial Year under review Mr. D. Khaitan left for his heavenly abode. The Board puts on record its appreciation for His precious contributions and His relentless guidance during His tenure as Director of the Company.

Since the last Report Mr. Amritanshu Khaitan son of Late D. Khaitan who was the elder brother of Mr. Aditya Khaitan, has been appointed as an Additional Director of the Company and he will hold office as such up to the date of the forthcoming Annual General Meeting ('the AGM') according to Section 161 of the Companies Act, 2013 ('the Act') read with the Article 89 of the Articles of Association of the Company.

A notice in terms of Section 160 of the Act has been received from a Member proposing his appointment as Director of the Company at the AGM.

Mr. R.S. Jhawarwill retire by rotation at the AGM and being eligible offers himself for re-appointment.

Mr. S. R. Mundhra has been re-appointed Manager of the Company with effect from 1st April, 2015 for the further period of three years subject to the approval of the Members of the Company at the AGM.

The particulars of appointment / reappointment of Directors at the AGM being given in the Notice convening the AGM.

STATEMENT BY INDEPENDENT DIRECTORS

Declarations regarding meeting the criteria of independence under Section 149(6) of the Act have been received from Independent Directors in terms of Section 149(7) of the Act.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return (Form MGT-9) in terms of Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure 1which forms part of this Report.

BOARD METINGS

During the Financial Year under consideration four Meetings of he Board of Directors were held.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state in terms of Section 134(5) of the Act that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departures therefrom.

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

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

(d) There was no instance of fraud reporting by the Auditors under Section143 (12) of the Act not to be given to the Central Government.

(e) The Directors had prepared the annual accounts on a going concern basis.

(f) The existing internal financial controls laid down by the Directors and followed by the Company are adequate and were operating effectively.

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

REMUNERATION POLICY

The Remuneration Policy for Directors and Personnel in terms of Section 178 of the Act is given in Annexure-2 which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being an NBFC, Section 186 of the Act does not apply to such transactions of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

No related party transaction in terms of Section 188 of the Act has been entered into during the year under review. The particulars of the ongoing contract is as per Form AOC-2 which is given in Annexure- 2A which forms part of this Report.

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

Particulars as per Rule 8(3)of the Companies (Accounts) Rules, 2014 :

A. Conservation of energy : N.A.

B. Technology absorption : N.A.

C. Foreign Exchange earnings and outgo : Nil

RISK MANAGEMENT POLICY

The Risk Management Committee ('the Committee') of the Company developed the Risk Management Policy for the Company's business ('the Policy') which was approved by the Board. The Policy is monitor by the Committee. Presently, in the opinion of the Board, there is no such element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY ('CSR') POLICY

Given the Company's limited infrastructure facilities (which it actually shares with other Group Companies) the Board and the Corporate Social Responsibility Committee of the Company approved a Policy to collaborate with McLeod Russel India Limited as permitted by Rule 4(3) of Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR Activities / Projects covered under Schedule -VII to the Act.

However, at the recommendation of the CSR Committee the Board may approve any project / activity covered under Schedule VII to the Act to be undertaken by the Company independently - whenever the Company will be in a position to execute / perform the same at its own or through any trust / society / company .

COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee of the Company consists of Mr. T. R. Swaminathan (Chairman), Mr. R. S. Jhawar and Mr. K. K. Baheti.

SPENDING ON CSR

No amount could be spent on CSR during the Financial Year 2014-15 as the Company's average Net Profits of the three Financial Years preceding the Financial Year 2014-15 is negative.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee of the Company has four Members, namely,Mr.T. R. Swaminathan (Chairman), Mr. R. S. Jhawar, Mr. C. K. Pasari and Mr. J. Hazarika.There has been no single instance of the Board not accepting any recommendation of the Audit Committee during the year under review.

ANNUAL EVALUATION

The Independent Directors evaluated the non-Independent Directors and vice versa against the set parameters as previously agreed by the Board Members, on the basis of their individual performances in the Board and Committees.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year under review, no significant and material order has been passed by any Regulator or Court or Tribunal impacting the going concern status of the Company and the Company's operations in future.

ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism in terms of Section 177 of the Act has been established by the Board at its Meeting held on 20th May, 2014 , which is supervised by the Audit Committee.

MANAGEIAL REMUNERATION

Disclosures in respect of Managerial Remuneration in terms of Section 197(12) of the Act read with Rule 5 (1) [saving Rule 5(1)(vii)] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-3 which forms part of this Report.

MARKET CAPITALISATION AND PRICE EARNING RATIO ETC.

Disclosure under Rule 5(1)(vii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197(12) of the Act is given in Annexure-4 which forms part of this Report.

EMPLOYEE PARTICULARS

No employee of the Company qualifies for any disclosure pursuant to Rule 5(2) read with Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as per Section 197(12) of the Act.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report is given in Annexure-5 in terms of Section 294(1) of the Act,which forms part of this Report.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Additional disclosures under Clause 49 of the Listing Agreements with the Stock Exchanges including Corporate Governance Report are given in Annexure-6 which forms part of this Report.

AUDITORS

At the 41st Annual General Meeting of theCompany held on 19th September, 2014 Messrs. V. Singhi & Associates, Chartered Accountants were re-appointed the Auditors of the Company from theconclusion of that Meting till the conclusion of the 44th Annual General Meeting i.e. for the period of three consecutive years in accordance with Rule 6 of the Companies (Audit and Auditors) Rules, 2014 read with Section 139 of the Act. Continuation of their appointment as Auditors is subject to ratification by the Members at the forthcoming Annual General Meeting of the Company in terms of the said Section 139.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 28th May, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2014.

In accordance with the General Circular 08/2014 No. 1/19/2013-CL-V dated 4th April, 2014 of the Ministry of Corporate Affairs,the Financial Statements for the Financial Year 2013-14, the Auditors'' Report thereon and this Directors'' Report conform to the provisions of the Companies Act, 1956.

ACCOUNTS

The results of the Financial Year ended 31st March, 2014 are summarisedbelow :

Rs. Rs. Financial Year Financial Year 2013 - 14 2012 - 13

Total Revenue 8,56,35,538 4,87,16,017

Total Expenses 14,27,20,817 9,36,16,923

Depreciation 64,706 63,020

Provision For Diminution in Value of

Non - Current Investments / (14,90,32,283) 5,29,20,689 (Written Back)

Provision for Standard Assets / (7,793) 15,187 (Written Back)

Profit/(Loss) for the Year 9,18,90,091 (9, 78,99,802)

Taxation 25,720 -

Profit After Tax 9,18,64,371 (9, 78,99,802)

In view of the accumulated loss of the Company no dividend is recommended for the Financial Year 2013 - 14.

OPERATIONS

During the year under review the Company recorded a net profit of Rs.9.18 crore as compared to the net loss of Rs.9.79 crore incurred in the previous year. The turn around is attributable to the write back of the Provision for Diminution in the Value of Non - Current Investments as shown above. The improvement in the Stock Market during the year led to the enhancement in the value of the Company''s investments in Shares.

The increase in the expenditure as compared to the last year has been mainly due to the rise in the finance cost representing interest expenses on the short term borrowings , i.e. ICDs and a moderate elevation in the Employees'' Benefit Expenses.

DIRECTORS

According to Section 149 of the new Companies Act, 2013 (''the Act'') the Company is required to have three Independent Directors under the meaning of that Section. To comply with the Listing Agreements with the Stock Exchanges the Company has four Independent Directors as defined in the Listing Agreements, namely, Mr. T. R. Swaminathan, Mr. C. K.Pasari, Mr. J. Hazarika and Mr. G. Saraf who also conform to the meaning of Independent Director as given by Section 149 of the Act.

In accordance with Section 150 of the Act the appointments of the aforementioned Independent Directors are required to be approved by the Company at the forthcoming Annual General Meeting.

In terms of Section 149 of the Act, the Company should have one Woman Director within one year of its coming into force i.e., within 31st March, 2015. The Board will comply with the provision at the earliest opportunity.

In terms of Section 152 of the Act Mr. A. Khaitan will retire by rotation and being eligible, offers himself for re-appointment.

E-VOTING

In terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 , the Members may exercise their right to vote through electronic means (''e- voting'') in respect of the Resolutions to be passed at the forthcoming Annual General Meeting. The Notice convening the Meeting indicates the process and manner of e-voting as given in the separate sheet attached thereto.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance is attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that:-

* In the preparation of the Accounts the applicable Accounting Standards had been followed with no material departure.

* The Directors had selected such accounting policies, applied them consistently and made judgements 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 the Profit & Loss Account of the Company for that period.

* The Directors had taken proper and sufficient 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.

* The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS :

Messrs. V. Singhi & Associates, Auditors will hold office till the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed. In terms of Section 139 of the Companies Act, 2013 (''the Act''), the Company being existing on or before the commencement of the Act, the Board proposes to seek re-appointment of the Auditors from the conclusion of the forthcoming Annual General Meeting, being the 41st Annual General Meeting of the Company, till the conclusion of the 44th Annual General Meeting i.e. for the period of three consecutive years in accordance with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

For and on behalf of the Board Kolkata A. Khaitan Date : 20th May, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2013.

ACCOUNTS

The results of the Financial Year ended 31st March, 2013 are summarised below :

Financial Year Financial Year 2012-13 2011-12 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 487 510

Total Expenses 1466 5114

Profit/(Loss) for the Year (979) (4,604)

In view of the loss on operations no dividend is recommended for the Financial Year 2012-13.

OPERATIONS

During the year under review the Company recorded a net loss of Rs.9.79 crore as compared to net loss of Rs.46.04 crore incurred in the previous year. The substantial reduction of loss is attributable to diminution in value of non-current investments of Rs.5.29 crore as against Rs.42.61 crore made during the previous financial year in terms of the applicable Accounting Standards. The finance cost however was higher at Rs.8.79 crore as compared to Rs.7.86 crore incurred in the earlier year.

A major part of the investments of the Company are held in the Group Companies for strategic reasons on a long term basis. As such, temporary fluctuations in the value of investments in the stock market are not likely to affect the performance of the Company. However, the Company had to make provisions for diminution in value of investments following the applicable Accounting Standards. There may be reversal of the provisions when the stock market becomes steady and/or the market value of the investments held by the Company goes up.

DIRECTORS

Mr. R. S. Jhawar, Mr. K. K. Baheti and Mr. J. Hazarika retire by rotation and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors'' Certificate on its compliance is attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that:-

- In the preparation of the Accounts the applicable Accounting Standards had been followed along with along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, 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 the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS ) RULES, 1988

A. Conservation of energy : N.A.

B. Technology absorption : N.A.

C. Foreign Exchange earnings and outgo : Nil

AUDITORS :

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 24th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2012.

ACCOUNTS

The results of the Financial Year ended 31st March, 2012 are summarised below :

Financial Year Financial Year 2011-12 2010-11 (Rs.in Lakhs) (Rs.in Lakhs)

Profit/(Loss) for the Year before tax (4604) 80

Tax Expenses - Current Tax - 0.50

Profit/(Loss) after tax (4604) 79.50

In view of the loss on operations no dividend is recommended for the Financial Year 2011-12.

OPERATIONS

During the year under review, the total revenue earned by the Company has increased to Rs. 510 Lakhs as compared to Rs.416 Lakhs earned in the previous year. The Company however incurred a higher loss of Rs. 4604 Lakhs primarily due to setting aside as provision for diminution in the value of non-current investments to the tune of Rs. 4261 Lakhs in terms of the applicable accounting standards. Increase in the cost of finance, due to increase in the rate of interest on the existing borrowings and fresh borrowings made during the year had also its impact on the loss sustained by the Company.

However, the market values of some of the long term investments held by the Company have already started appreciating during the current year.

The future performance of the investee companies and the money market conditions will play a vital role to shape the Company's prospective growth.

REGISTERED OFFICE

The Registered Office of the Company has been shifted with effect from 1st February, 2012 to Udayan, House No. 147, 2nd Floor, Ganeshguri, R. G. Barua Road, Guwahati - 781005 for more operational convenience.

DIRECTORS

Mr. Deepak Khaitan, Mr. Chandra Kant Pasari and Mr. Govind Saraf retire by rotation and being eligible offer themselves for reappointment

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is attached.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that :-

- In the preparation of the Accounts the applicable Accounting Standards had been followed along with along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently, 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 the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE & DEVELOPMENT

The year 2011-12 was a year of unfulfilled expectations for the Indian economy. There has been a slowdown in the economy visible in many sectors primarily on account of falling exports due to European economic crisis, high rate of interest caused by steep inflationary trend and unprecedented high price of crude in the global market. Many sectors including the finance and investment operations have been adversely affected by both domestic and external factors. The cost of funds being very high it was a difficult year not only for the manufacturing units but also for the Companies operating in the investment and the financial sector.

The unfavourable investment climate in the country coupled with significantly low inflow of foreign investment kept the stock market weak for the major part of the year. To increase liquidity RBI reduced CRR in the recent past and also cut the Repo rate by 50 basis points, however these measures are far below the requirement. In an effort to maintain a balance between growth and inflation, RBI is seemingly more concerned about high inflation than slow rate of growth. The financial sector is eagerly waiting for the fall in inflation followed by the rate cut which is likely to help the sector regaining its lost ground.

2. OPPORTUNITIES & THREATS, RISKS & CONCERNS AND BUSINESS OUTLOOK Opportunities : The Company mainly invests in the Companies of the Group to which it belongs, i.e. Williamson & Magor Group which has presence in diversified areas of business, e.g., tea, battery, infrastructure, engineering, etc. This widens the Company's scope of profitable investments in varied fields.

Threats, Risks & Concern : The movements in the stock market greatly influences the financial health of the Company as the Company has to make provision, according to the applicable Accounting Standard. The extraneous factors like the Reserve Bank of India's fiscal measures, especially on the interest rates, etc. influence the Company's performance and invariably generate risk on the Company's operations.

As the Company draws the major part of its revenue from the investments in its Group Companies, the Company has to keep watch on their performance. Presently, the prospects of Group Companies appear steady.

Business Outlook : The Company's investments are mainly strategic and are of long term in nature. The performances of the investee companies appear to present a satisfactory outlook.

3. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has sound Internal Control System ('the system') which is in tune with its volume and line of operations. Internal Audit Report on quarterly and monthly basis ensures effectiveness of the system and its applications. The Audit Committee reviews the internal operations with the Internal Auditors and lays down recommendations, as necessary.

The Fair Practices Code, K Y C Norms, Risk Management Policy, Code of Conduct for Directors and Senior Management Personnel adopted by the Board of Directors play vital roles in the internal control in the management of the Company.

4. HUMAN RESOURCES

There is no material development in the Human Resource front. The Company presently has two employees.

5. COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended to date do not apply as there is no such employee qualifying for such disclosure.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988



A. Conservation of energy : N.A.

B. Technology absorption : N.A.

C. Foreign Exchange earnings and outgo : Nil

AUDITORS :

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 28th May, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2010.

ACCOUNTS

The financial results of the Financial Year ended 31st March, 2010 are summarised below :

2009-10 2008-09

(Rs.) (Rs.)

Profit/(Loss) for the Year before tax 1,46,17,982 (13,00,771)

Fringe Benefit tax - 15,000

Profit/(Loss) after tax 1,46,17,982 (13,15,771)

(Loss) brought from the previous year (59,93,62,202) (59,80,46,431)

(Loss) carried to Balance Sheet (58,47,44,220) (59,93,62,202)

In view of accumulated loss no dividend is recommended for the Financial Year 2009-10.

OPERATIONS

Your Directors are pleased to report that in the year under review the Company has been able to earn a net profit of Rs.146.18 lakhs against a loss of Rs.13.01 lakhs suffered in the previous year. The improvement in performance is attributed to increase in income, substantial reduction in debts resulting in saving in interest costs and writing back of the provision to the extent of Rs.1 crore made earlier for diminution in the value of long term investments. The Company during the year has recovered loans and advances to the tune of Rs.7.37 crores, a major part of which has been utilized in repayment of loans. The positive impact of this will be felt more in the current year in the form of substantial reduction in interest costs. With the revival of the Indian economy after the deep financial crisis witnessed by the major economies in the world, the capital market in India has gained considerable strength resulting in substantial increase in the market value of most of the shares held by your Company as long term investment. This has enabled the Company to write back diminution of the value of certain long term investments for which provisions were made earlier in the Accounts. This has improved the financial performance of the Company to a great extent during the year under review.

DIRECTORS

Mr. K. K. Baheti and Mr. J. Hazarika retire at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that :-

- In the preparation of the Accounts for the Financial Year ended 31st March, 2010 the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently, made judgements 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 the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient 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.

- The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS REPORT :

Regarding the treatment of year-end diminution in the value of long term investments, Note : 2 in Schedule 5 is self explanatory.

COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 do not apply as there is no such employee qualifying for such disclosure.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. Conservation of energy : N. A.

B. Technology absorption : N. A.

C. Foreign exchange earnings and outgo : Nil

AUDITORS

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be re-appointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 14th May, 2010 Chairman

 
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