Directors Report of B P Capital Ltd.

Mar 31, 2015

Dear Members,

The Directors are delighted to present the 22nd Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31, 2015 is summarized below (Amount in Rs. Thousand's)

Financial Year ended

Particu|ars 31st March, 31st March, 2015 2014

Total Income 1187 2353

Total Expenditure 1142 2318

Profit before tax 45 35

Provision for tax 18 16

Deferred Tax Liabilities (Assets) (18) (5)

Short Provision of tax of earlier 1 1 years

Profit after Tax 44 23

Transfer to Reserve Fund 9 5

Balance Profit/(Loss) of current year 35 18

Profit/(Loss) b/f of previous year 1606 (1624)

Balance of Profit/(Loss) carried to 1634 (1606) Balance Sheet

Paid-up Share Capital 30118 30118

Reserves and Surplus 171 163

Reserve Fund (as per section 45-IC of the RBI Act)

2. Dividend

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

3. Brief description of the Company's working during the year:

A. Review of Operations

During the year under review total revenue of the Company was Rs. 11,86,999/- as against Rs. Rs. 23,53,418/- in the previous year. The company earned a net profit (before tax ) of Rs. 45,319/- against a net profit (before tax )of Rs. 35,548/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

B. Future Prospects

Your Company being an investment Company seeks opportunities in the capital market. The volatility in the stock indices in the financial year under report represents both an opportunity and challenge for the Company. The business of your company is affected by the sentiments prevailing in the stock markets. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

5. Change in the nature of business, if any

During the year, there is no change in the nature of business activity of the company.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

Change In Control

On May 26, 2015, the sole promoter of the Company, Mr. Peeyush Kumar Aggarwal has entered into a Share Purchase Agreement ("SPA") with M/s Symbolic Inframart Pvt Ltd, a company incorporated under the Companies Act, 1956 for the sale of his entire shareholding constituting 4,24,400 equity shares of the face value of Rs. 10/- each representing 14.09% of the paid up share capital of the Company at a price of Rs. 10/- per share alongwith the complete change in control to M/s Symbolic Inframart Pvt Ltd,

Pursuant to the above SPA, the Acquirer is in the process of coming out with an Open Offer to the shareholders of the Company.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future :

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements :

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company.

11. Deposits :

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year Rs Nil

(b) remained unpaid or unclaimed as at the end of Rs Nil the year

(c) whether there has been any default in No repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year Rs Nil

(ii) maximum during the year Rs Nil

(iii] at the end of the year Rs Nil

12. Auditors:

M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), will hold office until the conclusion of the 22nd Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of five years i.e., from the conclusion of ensuing Annual General Meeting till the conclusion of 27th Annual General Meeting subject to ratification by shareholders at each Annual General Meeting.

13. Auditors' Report:

The Auditor report does not contain any qualification, reservation or adverse remark.

14. Share Capital :

A Issue of equity shares with During the year, company has not differential rights: issued any equity shares with differential rights.

B Issue of sweat equity shares During the year, company has not issue any Sweat equity shares.

C Issue of employee stock options During the year, company has not issued employee stock options.

D Provision of money by company for Rs Nil purchase of its own shares by employees or by trustees for the benefit of employees

E Bonus Shares No bonus shares were issued during the year under review.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT-9 is annexed herewith (Annexure 1.).

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to the Company since it doesn't own any manufacturing facility.

However, the company has undertaken various energy efficient practices which has strengthened the Company's commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Rs

Foreign Exchange Earned in terms of actual inflows Nil

Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR) :

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment

During the year under review, Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 30th May, 2014 and his appointment was regularized as an Independent Director for five consecutive years in the AGM held on 30/09/2014,

Mr. Sachin Garg, was appointed as an Additional Director of the Company with effect from 13th August, 2014 and his appointment was regularized as a Director of the Company whose term of office is liable to determination by retirement of rotation in the AGM held on 30/09/2014. Further he was also appointed as the Managing Director of the Company for a period of five years whose term of office is liable to determination by retirement of Directors by rotation in the AGM held on 30/09/2014.

Mrs. Madhu Sharma was appointed as an Independent Woman Director for a term of five years from the date of her appointment in the AGM held on 30/09/2014 pursuant to the provisions of Section 149 of the Companies Act, 2013.

In the Board Meeting held on 02/09/2014, Mr. Shatrughan Sahu was appointed as Chief Financial Officer and Key Managerial Personnel of the Company.

Cessation

Mr. Adesh Kumar Jain, Independent Director of the Company resigned from the Board with effect from 30th May, 2014.

The Board places on records its deep appreciation for the valuable contribution made by Mr. Adesh Kumar Jain during his association with the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sachin Garg, Managing Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re- appointment.

Considering the background and experience of Mr. Sachin Garg, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment.

Brief resume of the Mr. Sachin Garg, Managing Director of the Company who is proposed to be re-appointed is mentioned hereinbelow:

Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of more than 7 years. He has significant expertise in Corporate Laws, Audit, Finance & Taxation, Capital Markets, Project Management etc. He has always demonstrated a certain dynamism and foresight seen in the most pragmatic of professional.

Details of his other Directorships and Committee Memberships are as follows:

Sl. No. Directorships in other Public Committee Membership/ Companies Chairmanship

1 Advik Laboratories Limited * Audit Committee Member

* Nomination and Remuneration Member Committee

* Stakeholders Relationship Member Committee

* Risk Mangement Member Committee

2 Onus Plantations and Agro Limited Nil Nil

3. Onshore Shipping Limited Nil Nil

Mr. Sachin Garg has no interest, directly or indirectly, in the capital of the Company and is not related to any of the Directors or the Promoters of the Company.

B. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(II)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause.

C Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board.

The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors :

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board :

During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. Policy On Directors' Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 5 members and only 1 (One) is an Executive Director, 3 are Independent Directors including 1 Woman Director and 1 (one) is a Non Executive Promoter Director.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 2 to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.bpcapital.in/investor.html

23. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loan given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties

During the year under review, no contracts/arrangements/transactions, has been entered by the company with related parties.

However, as a matter of Company's policy, all contracts/arrangements/transactions, if any, which will be entered by the company with related parties would be in the ordinary course of business and on an arm's length basis and details and prescribed particulars of all such transactions (if any), will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder, M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 3

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report.

28. Directors' Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made from the same;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or 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) the directors have prepared the annual accounts on a going concern basis;

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

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

29. Particulars Of Employees:

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 4.

30. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder.

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. RBI Guidelines

As a Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI Laws and regulations and employs its best efforts towards achieving the same.

33. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

Finally, the Directors thank you for your continued trust and support.

For and on Behalf of the Board

Sd/- Date : 3rd September, 2015 Peeyush Kumar Aggarwal Place: New Delhi Chairman

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Mar 31, 2014

Dear Members,

The Directors are delighted to present the 21st Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2014 is summarized below (Amount in Rs. 000''s)

Financial Year ended

Particulars 31st March, 31st March, 2014 2013

Total Income 2353 774

Total Expenditure 2318 740

Profit before tax 35 33

Provision for tax 16 15

Deferred Tax Liabilities (Assets) (5) (5)

Short Provision of tax of earlier years 1 -

Profit after Tax 23 23

Transfer to Reserve Fund 5 5

Balance Profit/(Loss) of current year 18 18

Profit/(Loss) b/f of previous year (1624) (1642)

Balance of Profit/(Loss) carried to Balance Sheet (1606) (1624)

Paid-up Share Capital 30118 30118

Reserves and Surplus 163 158 Reserve Fund (as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 23,53,428/- as against Rs. Rs. 7,73,774/- in the previous year. The company earned a net profit (before tax )of Rs. 35,548/- against a net profit (before tax )of Rs. 33,298/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company being an investment Company seeks opportunities in the capital market. The volatility in the stock indices in the financial year under report represents both an opportunity and challenge for the Company. The business of your company is affected by the sentiments prevailing in the stock markets. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

There is no change in Board of Director of the Company during the year under review.

However, after the year under review, Mr. Adesh Kumar Jain, Independent Director of the Company resigned from the Board with effect from 30th May, 2014.

Mr. Brahm Dutt Sharma, was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 30th May, 2014. As per Section 161(1) of the Companies Act, 2013, Mr. Brahm Dutt Sharma will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Brahm Dutt Sharma as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM.

Mr. Sachin Garg, was appointed as an Additional Director of the Company with effect from 13th August, 2014. As per Section 161(1) of the Companies Act, 2013. Mr. Brahm Dutt Sharma and Mr. Sachin Garg will hold office of Director upto the date of the ensuing AGM. Appropriate resolution seeking your approval for the appointment of Mr. Sachin Garg as a Director of the Company, liable to retire by rotation and Mr. Brahm Dutt Sharma as an Independent Director of the Company for a term of five years forms part of the notice calling the AGM.

In order to meet the requirements of Section 203 of the Companies Act, 2013, the Board of Directors of the Company has also proposed to appoint Mr. Sachin Garg as a Managing Director of the Company for a period of five years whose term of office is liable to determination by retire of Directors by rotation. Appropriate resolution seeking your approval for the above appointment of Mr. Sachin Garg as a Managing Director of the Company, liable to retire by rotation, forms part of the notice calling the AGM.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from 01st April, 2014 and Rules framed thereunder, every listed public company is required to have atleast one Woman Director. The Board has recommended the appointment of Ms. Madhu Sharma as an Independent Woman Director for a term of five years from the date of her appointment Mr. Peeyush Kumar Aggarwal, Director of the Company, retires by rotation at the forthcoming AGM, offers himself for re-appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made thereunder, which came into effect from April 1, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Karan Bhatia and Mr. Braham Dutt Sharma as an Independent Director of the Company whose office shall not be liable to retire by rotation for a consecutive 5 years from the date of this AGM.

Your Company has received declarations from all the Independent Directors of the Company confirming that they met with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting forming part of this Annual Report.

DIRECTORS'' IDENTIFICATION NUMBER (DIN)

The following are the Directors Identification Number (DIN) of your Directors:

Name of Director Director Identification Number

Mr. Peeyush Kumar Aggarwal 0090423

Mr. Sachin Garg 03320351

Mr. Karan Bhatia 00507412

Mr. Brahm Dutt Sharma 02157681

DIRECTOR''S RESPONSIBILILY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

I. in preparation of the annual accounts, the applicable accounting standards have been followed;

II. 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 as the end of Financial Year as on 31st March, 2014 and of the Profit of the Company for that period ;

III. the Directors have 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

AUDITORS

M/s. RMA & Associates, Chartered Accountants, New Delhi ,the Statutory Auditors of the Company (Registration No. 000978N), retires as the Auditors at the conclusion of the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & Associates, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting .

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31 st March, 2014 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING AT BSE

To provide an opportunity to trade and to provide liquidity in its shares to its equity shareholders, the Company has also applied to Bombay Stock Exchange Limited for getting its shares listed at the aforesaid Exchange under the Direct Listing Scheme formulated by BSE during the year under review.

In this regard, your Directors are pleased to inform you that your Company had obtained the listing approval of its equity shares from Bombay Stock Exchange Limited. The equity shares of your Company are now also listed at Bombay Stock Exchange Limited w.e.f 27™ December, 2013 apart from Delhi Stock Exchange Limited and Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and On Behalf of the Board

Sd/- Peeyush Kumar Aggarwal Chairman Place : New Delhi Date : 02nd September, 2014

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Mar 31, 2013

Dear Members,

The Directors are delighted to present the 20th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2013 is summarized below

(Amount in Rs. 000''s)

Financial Year ended Particulars 31st March, 2013 31st March, 2012

Total Income 774 451

Total Expenditure 740 437

Profit before tax 33 14

Provision for tax 15 9

Deferred Tax Liabilities (Assets) (5) (4)

Short Provision of tax of earlier years

Profit after Tax 23 10

Transfer to Reserve Fund 46 19

Balance Profit/(Loss) of current year 18.4 7.7

Profit/(Loss) b/f of previous year (1642) (1650)

Balance of Profit/(Loss) carried to Balance Sheet (1624) (1642)

Paid-up Share Capital 30118 30118

Reserves and Surplus 158 153

Reserve Fund (as per section 45-IC of the RBI Act)







REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 7,73,774/- as against Rs. 4,51,450/- in the previous year. The company earned a net profit (before tax )of Rs. 33,298/- against a net profit (before tax )of Rs. 13,954/- during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Karan Bhatia, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed;

ii. 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 as the end of Financial Year as on 31st March, 2013 and of the Profit of the Company for that period ;

iii. the Directors have 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING AT BSE

To provide an opportunity to trade and to provide liquidity in its shares to its equity shareholders, the Company has also applied to Bombay Stock Exchange Limited for getting its shares listed at the aforesaid Exchange under the Direct Listing Scheme formulated by BSE during the year under review

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and On Behalf of the Board

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 02nd September, 2013

---

Mar 31, 2012

Dear Members

The Directors are delighted to present the 19th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2012 is summarized below

(Amount in Rs. 000''s) Financial Year ended Particulars 31st March, 2012 31st March, 2011

Total Income 451 458

Total Expenditure 437 445

Profit before tax 14 13

Provision for tax

Deferred Tax Liabilities (Assets) (4) (4)

Short Provision of tax of earlier years

Profit after Tax 10 9

Transfer to Reserve Fund 1.9 1.7

Balance Profit/(Loss) of current year 7.7

Profit/(Loss) b/f of previous year (1650) (1657)

Balance of Profit/(Loss) carried to Balance Sheet (1642) (1650)

Paid-up Share Capital 30118 30,118

Reserves and Surplus 153 151

Reserve Fund (as per section 45-IC of the RBI Act)





REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 4,51,450/- as against Rs. 4,58,250/- in the previous year. The company earned a net profit (before tax )of Rs. 13,954/- against a net profit (before tax )of Rs. 12,998 during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Peeyush Kumar Aggarwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed;

ii. 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 as the end of Financial Year as on 31st March, 2012 and of the Profit of the Company for that period ; iii. the Directors have 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 etecting fraud and other irregularities;

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

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2012 and the date of this Report.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and on Behalf of the Board

Sd/-

Date : 01 st September, 2012 (Peeyush Kumar Aggarwal)

Place: New Delhi Chairman

---

Mar 31, 2011

Dear Members

The Directors are delighted to present the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below

(Amount in Rs. 000''s) Financial Year ended

Particulars 31st March, 2011 31st March, 2010

Total Income 458 453

Total Expenditure 445 444

Profit before tax 13 9

Provision for tax 8 8

Deferred Tax Liabilities (Assets) (4) (5)

Short Provision of tax of earlier years 3

Profit after Tax 9 3

Transfer to Reserve Fund 1.7 0.6

Balance Profit/(Loss) of current year 7 3

Profit/(Loss) b/f of previous year (1657) (1660)

Balance of Profit/(Loss) carried to Balance Sheet (1650) (1657)

Paid-up Share Capital 30,118 30,118

Reserves and Surplus 151 150

Reserve Fund

(as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 458 Thousand as against Rs. 453 Thousand in the previous year. The company earned a net profit of Rs. 12.99 Thousand against a net profit of Rs. 9.28 Thousand during the previous year. Your Directors are putting in their best efforts to improve the bottom line of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by "Lesser risks with adequate returns". Your Directors are optimistic that current year will fetch better returns for the Company.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Adesh Kumar Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed;

ii. 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 as the end of Financial Year as on 31st March, 2011 and of the loss of the Company for that period ; iii. the Directors have 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and On Behalf of the Board

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 1st September, 2011

---

Mar 31, 2010

Dear Members

The Directors are delighted to present the 18th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below

(Amount in Rs. 000''s) Financial Year ended

Particulars 31st March, 2011 31st March, 2010

Total Income 458 453

Total Expenditure 445 444

Profit before tax 13 9

Provision for tax 8 8

Deferred Tax Liabilities (Assets) (4) (5)

Short Provision of tax of earlier years 3

Profit after Tax 9 3

Transfer to Reserve Fund 1.7 0.6

Balance Profit/(Loss) of current year 7 3

Profit/(Loss) b/f of previous year (1657) (1660)

Balance of Profit/(Loss) carried to Balance Sheet (1650) (1657)

Paid-up Share Capital 30,118 30,118

Reserves and Surplus 151 150

Reserve Fund

(as per section 45-IC of the RBI Act)

REVIEW OF OPERATION

During the year under review total revenue of the Company was Rs. 458 Thousand as against Rs. 453 Thousand in the previous year. The company earned a net profit of Rs. 12.99 Thousand against a net profit of Rs. 9.28 Thousand during the previous year. Your Directors are putting in their best efforts to improve the bottom line of the Company.

FUTURE PROSPECTS

Your Company continues to be non-banking Investment Company and will continue its efforts in Capital Market as well as in making loans to the potential and sound borrowers. Your Company believes in making those investments, which are characterized by “Lesser risks with adequate returns”. Your Directors are optimistic that current year will fetch better returns for the Company.

MATERIAL CHANGES ETC.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2011 and the date of this Report.

DIVIDEND

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

DIRECTORS

Mr. Adesh Kumar Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting as per the provisions of Section 256 of the Companies Act, 1956 and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILILY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed;

ii. 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 as the end of Financial Year as on 31st March, 2011 and of the loss of the Company for that period ; iii. the Directors have 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate, furnished by a practicing Company Secretary pursuant to Section 383A of the Companies Act, 1956 and in accordance with Companies (Compliance Certificate) Rules 2001 has been obtained by the company.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

AUDITORS

M/s RMA & Associates., Chartered Accountants, and Statutory Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. The members are requested to appoint them as auditors till the conclusion of next Annual General Meeting.

The Board recommends M/s RMA & Associates., Chartered Accountants, to be reappointed as the Statutory Auditors in the larger interest of the Company. A certificate under Section 224(1B) of the Companies Act, 1956 regarding their eligibility for the proposed appointment has been obtained from them.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

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

Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

PUBLIC DEPOSTIS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is annexed herewith and may be treated as part of the Directors'' Report and Annual Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company. For and On Behalf of the Board

Sd/-

Peeyush Kumar Aggarwal

Chairman

Place : New Delhi

Date : 1st September, 2011