Directors Report of Brushman (India) Ltd.

Mar 31, 2009

The Directors have pleasure to present the 17th Annual Report along with audited accounts of the Company for the period ended 31 st March, 2009.

FINANCIAL DATA

Rs. Rs. Current Year Previous Year (2008-2009) (2007-2008)

Total Revenue 6.38,130,772 718,467,536

Profit before interest, Depreciation and tax 15,583,441 142,762,22

Less: interest(net 106,174,495 67,853,647

-Depreciation 15,492,221 10,808,682

Profit/Loss before tax (187,631,650) 64,099,900

Less:- Provision for tax (6,888,846) 12,980,441

Profit/(Loss) after tax (180,742,804) 51,119,459

Add:-Excess Provision for Tax of earlier year (s) written back - (3,525,545)

Profit/(Loss) carried to the Balance Sheet (180,742,804) 47,593,914

BUSINESS REVIEW:

MANUFACTURING:

As the members are aware, your Company is in the business of manufacturing and trading of paint brushes etc. Due to global recession which has grossly affected the housing, infrastructure and reality sector in the economy has in turn, negatively impacted the manufacturing business line of the Company during the last fiscal. Your directors would like to inform you that the management is hopeful and positive that the Company would definitely do better in the coming period(s) as the markets globally is now showing signs of economic recovery.

Your Company is ope rationalizing through its manufacturing plant in Pantnagar, Uttarakhand and is the leading paint brush manufacturing Company in India. The management is realigning its manufacturing expansion plans in the light of present economic condition and would take suitable decisions in the best interest of the Company.

TRADING DIVISION

In the trading division your Company has deferred its plan(s) of expansion as the global recession has majorly effected the retail sector. Your Company holds the distributor rights for leading brands of the world in trading segment and hopeful that this business line would revive soon as the market is recovering and demand for niche products is picking up.

COMPANY BRANDED SALONS /ACADEMIES:

Your Directors wish to inform you that due to global recession and current slowdown in the market the management had during the year decided to close down the operations of the following salons due to high rentals and other input costs which had contributed towards their operational unviability in the current scenario. Following is the details of the salons/academies which have been closed down:

o Keune the salon at Infinity Towers, DLF Phase III, Gurgaon

o Keune the salon at MGF City Centre Mall, Rajouri Garden, New Delhi

o Keune the salon at TDI Mall, Rajouri Garden, New Delhi

o Keune the salon at North Square Mali, Pitampura, New Delhi-110034

o Scratch the Academy at IIIrd Floor, E-5, Part-II, R.K Jewellers Building, New Delhi-110048

Your directors wish to inform you that following salons/academies are operational as on date: o Keune the salon at Greater Kailash -1 (M Block market), New Delhi o Keune the saton at MGF Metropolitan Mall, Gurgaon, Haryana, o Keune the salon at J-12/I4, Rajouri Garden, New Delhi o Keune the salon at Mariplex Mall, Kalyani Nagar, Putie

o Keune The Academy, E-5, South Extension, Part-II. IInd Floor, R.K.Jewellers Building, New Delhi-110048

BROADBASING OF EQUITY CAPITAL

Your Company has duly cancelled 35,50,000 convertible warrants of Rs. 325 per warrant on 21.52.2008 on which Rs. 12.50 per warrant has been paid. The Company has forfeited the paid up amount of Rs. 12.50 per warrant on 35,50,000 convertible warrants and transferred the amount to reserve.

Your Company has duly got in principle, listing and trading approval from the respective stock exchange(s) for listing of 39,10,000 underlying equity shares in regard to GDR issue of USD 12 million dt. 31.7.2008.

Your directors confirm that the increase in paid up equity share capital took place in accordance with and in conformity to SEB1 Guidelines and DSE directives.

TRADING OF EQUITY SHARES

The Equity shares of your Company are traded at Bombay Stock Exchange (BSE) under the Indonext portal and are listed on Delhi Stock Exchange, Madras Stock Exchange, Cochin Stock Exchange, Calcutta Stock Exchange, Ahmedabad Stock Exchange respectively..

DIVIDEND

The Board of Directors of your Company have not recommended any dividend for the year ended 31st March 2009.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. R. N, Suri retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Mr. Rohit Sood has been appointed as wholetime director of the Company w.e.f. 13.2.2009.

During the year Mr. Pawan Sabharwal and Mr. Sundeep Chhabra has resigned as director of the Company w.e.f. 6th September, 2008. The Board of Directors show their sincere appreciation for the services given by Mr. Pawan Sabharwal and Mr. Sundeep Chhabra during their tenure.

Mr. Anuj Chowdhry has resigned as director of the Company w.e.f.l0th December 2008. The Board of Directors show their sincere appreciation for the services given by Mr. Anuj Chowdhry during his tenure.

Mr. V Swaminathan has been appointed as additional director of the Company w.e.f 29.12.2008

Mr. Dinesh Gulati has resigned as director of the Company w.e.f. 13th February 2009. The Board of Directors show their sincere appreciation for the services given by Mr. Dinesh Gulati during his tenure.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

AUDITORS

M/s Saxena & Saxena, Chartered Accountants, who had been the auditors of the Company, have confirmed their eligibility to be re-appointed as Auditors of the Company at the ensuing Annual General Meeting. The Board of Directors recommends re-appointment of M/s Saxena & Saxena, Chartered Accountants, as Auditors of the Company for the approval of the Members and to fix their remuneration.

OPPORTUNITIES, THREATS AND FUTURE OUTLOOK

Your Company is well poised to expand its operations and performance in accordance with its business plan. Your Company will explore possibilities for new business opportunities. The overall economic scenario continues to be subdued in the short term perspective and as such, till the overall economy gets an upward momentum the pressure on yield would remain. However the Budget of 2009-10 has provided various stimuli for industrial growth in the country and various measures announced are expected to provide positive impact on many industrial sectors in the country.

HUMAN RESOURCES

One of the biggest challenges faced by any organization is talent acquisition and retention, Depending on the competencies required potential employees are sources from various sectors. To attract and motivate the best of talent, we create a congenial work environment that rewards and recognizes our performers.

Brushman firmly believes that its human resources are the key to business success. We promote a culture that is open and performance driven built on fostering interdependence, commitment and excellence. In our vision to live upto the aspirations of our employees and customer base we are creating an environment where all its employees can fulfil their dreams along with meeting organizational objectives.

BUSINESS AND QUALITY EXCELLENCE

During the year to broaden and deepen the quality journey across the organization we have deployed full -time quality resources to functions like marketing, HR, Legal, Finance and Accounts, Public Relations and Corporate Communication and IT.

Brushnmit would strive to instil trust in its valued customers, employees, stakeholders, government agencies, foreign principals and suppliers, bankers and various other agencies associated with it. Your Company would provide par excellence service to its customers which would in turn to unprecedented growth of the Company in the years to come.

Quality is of paramount importance and your Company strives to further improve our systems and processes. We arc constantly checking the quality processes with the reality checks and we are providing training to our new employees to build an overall quality culture rather than creating processes that just meet certification requirements,

SUBSIDIARY COMPANIES

During the year under review your Company has following subsidiaries:

1. Bodyline International Private limited

2. High Street Lifestyle Brands Limited

3. Headstart Fashions Limited

4. Scratch Nails Limited

5. Toni & Guy (India) Limited

6. Spaone Beauty and Wellness Limited

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 your Directors state:

(i) That in preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) we 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 2008-2009 and of the profit or loss of the company for that period;

(iii) we have 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;

(iv) we have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, there are no employees in your Company whose names are to be mentioned in the Directors report.

Form - B: Particulars with respect to Technology Absorption

A. Technology Absorption

I. Efforts in brief towards Technology Adoption and Innovation Localization of Inner parts of Paint Brushes, Developed in house development of paint brushes:

plastic handles instead of wooden handles. use of mono filament instead of Animal Hair.

2. Benefits derived as a results of above efforts e.g. Product Improvement, Cost Reduction, Product Development, Import Substitution etc,

Cost Effectiveness Uninterrupted Supply of Finished Goods New Developed Product(s) are more quality efficient and standardized.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis is attached as a part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance is attached as a part of this Report.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the faith and trust reposed by the Bankers, Shareholders and all other business associates. The directors wish to thank their principals, viz. Denman International Ltd., U.K. and Keune Hairecosmetics, Holland for their continued support, guidance and commitment to Indian market and investment in the equity of your Company. Your directors also wish to thank alt those individuals/entities/corporate bodies/financial institutions, who have invested in the equity of your Company and have reposed their faith in the management and the vision of the management. The Directors also appreciate the support and contributions made by the employees during the year.

On behalf of the Hoard FOR BRUSHMAN (INDIA) LIMITED

Place; New Delhi Date: 01.09.2009

KAPIL KUMAR ROHIT SOOD MANAGING DHtECTOR WHOLETIME DIRECTOR

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Mar 31, 2000

The Directors have pleasure in presenting its Eighth Annual Report, together with the Audited Accounts of the Company for the year ended 31st March, 2000.

Financial Results : (Rs. in lacs)

Particulars Year Ended Year Ended 31.3.2000 31.3.99

Net Sales 415.17 323.10

Profit before Depreciation & Taxation 13.70 (0.68)

Depreciation 4.28 2.53

Profit before Taxation 9.42 (3.21)

Provision for Taxation 1.20 -

Net Profit 8.22 (3.21)

Dividend:

Your Directors do not recommend any dividend for the year ended on 31.3.2000 due to further requirement of funds for the working of the company.

Fixed Deposits:

Your Company has not accepted any Fixed Deposits from public during the year.

Auditors Report:

The notes on the statement of accounts referred to the Auditors have been suitably explained by way of notes to the accounts.

Particulars of Employees:

There is no employee with the Company whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo :

A. Conservation of Energy

Power factor is being monitored continuously and load distribution is being properly organised.

B. The Company is not using imported technology, however emphasis is on continuous improvement of quality & Development of new skills of production indigenously.

C. Foreign Exchange Earnings & Outgo.

During the year 1999-2000 the company has earned Rs. Nil and spend Rs. 2,85,000/- on foreign travel.

Directors:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Smt. Komal Gulati retires by rotation and being eligible offers herself for re-appointment.

Auditors:

Your Companys auditors M/s MEHRA WADHWA & Co., Chartered Accountants are not re-appointed and in their place M/s Saxena & Sexena, Chartered Accountants be appointed. The retiring Auditors have informed the Company that they have no representation to make for notifying the members of the Company relating to the special Notice, M/s Saxena & Sexena, Chartered Accountants being eligible, offer themselves for appointment.

Listing of Shares:

Your Companys share are listed in Delhi Stock Exchange only, As you had already passed the resolution for delisting of shares from Ahmedabad, Calcutta, Cochin and Madras Stock Exchange. The formal delisting is still awaiting from these Stock Exchanges.

Acknowledgment:

The Directors express their gratitude to the Banks and various other Government agencies for the co-operation extended to the company. The Directors also wish to place or record their sincere appreciation for the co-operation of the workers and staff members of the company at all levels.

By Order of Board for BRUSHMAN (INDIA) LIMITED

Sd/- KAPIL KUMAR CHAIRMAN

Place : NEW DELHI Dated : 1st SEPTEMBER,2000