Directors Report of Cinerad Communications Ltd.

Mar 31, 2015

Dear MEMBERS

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Statement of Accounts of the Company for the Year ended March 31, 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March March 31, 2015 31, 2014

Sales and Other Income 12.59 13.30

Profit before depreciation & taxation (1.65) 1.91

Less: Depreciation 0.00 (19.21)

Less: Deferred Tax 16.59 4.43

Profit after taxation 14.93 (12.87)

Add: Balance brought forward from previous year (818.19) (805.32)

Surplus available for appropriation (841.63) (818.19) Appropriations

Deferred Tax Adjustment 17.11 0.00

Advance for FBT Written Off (0.10) 0.00

Transitional Provision for Depreciation (55.38) 0.00

Balance carried to Balance sheet (841.63) (818.19)

2. OPERATIONAL REVIEW:

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating Loss of Rs. 1.65 lakhs as against operating profit of Rs. 1.91 lakhs for the previous year and the total profit of Rs. 14.93 lakhs as against Loss of Rs. 12.87 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

3. DIVIDEND:

Your Directors regret their inability to recommend any Dividend to equity shareholders for the year 2014-2015.

4. SHARE CAPITAL:

The paid up equity capital as on march 31, 2015 was Rs. 520 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 7.06 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring.

6. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

9. CONSERVATION OF ENERGY:

Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

10. TECHNOLOGY ABSORPTION:

Company's activities are production of advertisement film by using in-house know how and no outside technology is being used for making advertisement films. During the year the company does not get any contract for production of advertisement films. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

11. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

12. DIRECTORS:

Director Mr. Pradeep Kumar Daga (DIN 00080515) retire by rotation and, being eligible, offer himself for re appointment.

Shri Manmohan R. Prahladka (DIN 05160917), a non-executive director submitted his resignation to the Board on 11th November, 2014 due to some unavoidable personal reason. The same was accepted by the Board in its meeting held on 11th November 2014. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Manmohan R. Prahladka (DIN 05160917) towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes to Shri Manmohan R. Prahladka (DIN 05160917) a long and healthy life.

The Board appointed to Shri Utpal Dey (DIN 06931935) as an additional director in its Board meeting held on 11th November 2014 under section 161 of the Companies Act, 2013, to hold the office up to the conclusion of this AGM. The Company has received a notice in writing from a member signifying his intention to propose Shri Utpal Dey (DIN 06931935) as candidate for the office of Directors who if appointed be eligible to retire by rotation.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14. REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year twelve Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that :

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the profit or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

18. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

19. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

21. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

22. AUDITOR'S:

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) as the Statutory Auditors for a period of 3 years to hold office from the conclusion of the ensuing Annual General Meeting (2015) till the Annual General Meeting (2017), subject to ratification of their appointment at every AGM, during the term of their office. They have confirmed their eligibility and willingness for appointment as Statutory Auditors for the aforesaid period, as per Section 141 of the Companies Act, 2013. The Board of Directors recommends their appointment to the shareholders.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

23. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure B".

24. PARTICULARS OF EMPLOYEES: ( rule 5(2) & rule 5(1) )

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors

Vinita Daga Place : Kolkata Managing Director Date : May 26, 2015 (DIN 00080647)

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Mar 31, 2014

Dear Members,

The Board of Directors of Cinerad Communications Limited are pleased to present the 28th Annual Report for the year ended March 31, 2014, together with the Auditors'' Report and Audited Accounts for the Financial year 2013-14.

Financial Results

The financial results of the company are as under:

Rs. in Lakhs

Year ended Year ended 31.03.2014 31.03.2013

Profit/(Loss) before depreciation and taxation 1.92 (0.06)

Depreciation (19.21) (19.21)

Tax Expenses (Deferred Tax) 4.43 (19.23)

Profit/(Loss) after depreciation & Tax (12.87) (38.50)

General Reserve Transferred 0.00 (7.27)

Balance brought forward from previous year (805.33) (759.56)

Balance carried forward (818.19) (805.33)

The Year under Review

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating Profit of Rs. 1.92 lakhs as against operating loss of 0.06 lakhs for the previous year and the total operating loss of Rs. 12.87 lakhs as against operating Loss of Rs. 38.50 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

Dividend

Your Directors regret their inability to recommend any Dividend to equity shareholders for the year 2013-2014.

Deposits

Your Company has not accepted any deposits during the year within the meaning of Section 58A & 58AA of the Companies Act, 1956 and the Rules made there under.

Subsidiary Companies

Your Company do not have any subsidiary company, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

Auditors

Your company has received letter from retiring statutory auditor M/s. Maroti & Associates, Chartered Accountants expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

Auditors Report

The observations as have been made and taken in the Auditors Report in the light with the Notes on the Accounts are self explanatory and do not require any further clarification.

Directors

Mrs. Vinita Daga retires by rotation and being eligible, offers themselves for re- appointment.

As per the provisions of Section 149 of the Act, which has came into force with effect from 1st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company propose to appoint Mr. Dilip Kumar Hella and Mr. Bishambar Pachisia as Independent Director to hold office for three consecutive years with effect from 20th September, 2014 up to 30th September, 2017. The Company has received a notice in writing from a member proposing their candidature for the office of Director and do hereby place before the Members in General Meeting for their approval to appoint them as Independent Directors.

Statutory Disclosures

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

In the preparation of annual accounts the applicable accounting standards have been followed;

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 31st March, 2014 and the profit of the company for the year;

That 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.

That the Directors have prepared the annual accounts on a ''going concern'' basis.

Compliance Certificate

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in ''Clause 49'' of the Listing Agreement is included in the Annual Report.

Cash Flow Statement

In accordance with the requirement of Clause 32 of the Listing Agreement of the Stock Exchange, Cash Flow statement duly verified by the Auditors is annexed herewith.

Accounting Policies

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

Accounting Policies

The major accounting policies of the Company are annexed to the Accounts.

Information Pursuant To Section 217(1)(e)

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

Foreign Exchange Earnings and Outgo

(Amount in Lakhs)

31.03.2014 31.03.2013

Total Foreign exchange earned Nil Nil

Total Foreign exchange used Nil Nil

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company''s Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

Place: Kolkata Date: 27th Day of May, 2014 Pradeep Kumar Daga Vinita Daga Managing Director Director

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Mar 31, 2012

The Board of Directors of Cinerad Communications Limited are pleased to present the 26th Annual Report for the year ended March 31, 2012, together with the Auditors' Report and Audited Accounts for the Financial year 2011-12.

Financial Results

The financial results of the company are as under:

Year ended 31.03.2012 Year ended 31.03.2011

Profit/Loss before depreciation and taxation (31.98) 23.72

Less: Depreciation 25.93 20.01

Less: Provision for Taxation - -

Profit/(Loss) after depreciation & Tax (57.91) 3.71

Balance brought forward from previous yr (701.64) (705.35)

Balance carried forward (759.56) (701.64)

The Year under Review

Your Company has, during the period under review not done much activity on operation side. During the year under review, the Company has incurred an operating loss of Rs. 31.98 lakhs as against operating profit of 23.72 lakhs for the previous year and the total operating loss of Rs. 57.91 lakhs as against operating profit of Rs. 3.71 lakhs in the previous year. The Management is putting sincere efforts to start the operation at the full scale. The Management has decided to keep overhead to bare minimum till a new business plan with identified revenue streams is in place.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review.

Open Offer for acquisition of equity shares of the Company

Mr. Pradeep Kumar Daga and Mrs. Vinita Daga (the "Acquirers") have entered into Share Purchase Agreement dated 4th January, 2012 with India Emerging Capital Private Limited (the "Erstwhile Promoter") to acquire in aggregate 23,53,222 (Twenty Three Lacs Fifty Three Thousand Two Hundred and Twenty Two Only) equity shares of Rs. 10/- each representing 45.25% of the total equity and voting share capital of the Company at a price of Rs. 6.05 per fully paid-up equity share, requiring them to make an Open Offer for 26.00% of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Pursuant to the aforesaid Agreement and completion of the Open Offer formalities, Mr. Pradeep Kumar Daga and Mrs. Vinita Daga acquired 23,54,122 equity shares representing 45.27% of the equity and voting share capital of the Company and were inducted as the new Promoters of the Company w.e.f 27th April, 2012. Consequently, the management control vested in the favour of the new Promoters.

Subsidiary Companies

Your Company do not have any subsidiary company, hence the compliance of provisions of section 212 of the Companies Act, 1956 are not applicable.

Directors

- Mr. Manmohan Prasad Prahladka was appointed as the Additional Director of the Company w.e.f. 1st January, 2012. He will hold office of the Director upto the conclusion of ensuring Annual General Meeting.

- Pursuant to the provisions contained in the Share Purchase Agreement dated 4th January, 2012, Mr. Pradeep Kumar Daga and Mrs. Vinita Daga were inducted as the Additional Directors on the Board of the Company on 4th February, 2012. They will hold office of the Director upto the conclusion of ensuing Annual General Meeting.

- Mr. Abhineet Gupta, Managing Director of the Company resigned w.e.f 27th April, 2012. The Board places on record its high appreciation of the valuable services rendered by Mr. Abhineet Gupta during his tenure as Managing Director of the Company.

- Mr. Diwakar Gandhi resigned w.e.f 27th April, 2012. The Board places on record valuable services rendered by him during his tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- 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 31st March, 2012 and the profit of the company for the year;

- That 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.

- That the Directors have prepared the annual accounts on a 'going concern' basis.

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Director's Report and the certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance as stipulated in 'Clause 49' of the Listing Agreement is included in the Annual Report.

AUDITORS

The Statutory Auditor of the Company, i.e., M/s. Rastogi Narain & Co., Chartered Accountants, is due for retirement at

the conclusion of 26th Annual General Meeting.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(1)(e)

Provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Lakhs)

31.03.2012 31.03.2011

Total Foreign exchange earned Nil Nil

Total Foreign exchange used Nil Nil

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

Pradeep Kumar Daga Vinita Daga Director Director

Place: Kolkata Date: 29th May, 2012

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Mar 31, 2011

Dear Members

The Directors present the 25th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs.in Lakhs)

Year ended Year ended 31-03-2011 31-03-2010

Profit/Loss before depreciation and taxation 23.72 (56.40)

Less: Depreciation 20.01 19.38

Less: Provision for Taxation - -

Profit/(Loss) after depreciation & Tax 3.71 (75.78)

Balance brought forward from previous yr. (705.35) (629.57)

Balance carried forward (701.64) (705.35)

In view of Negligible profit, the Directors do not recommend payment of dividend for the year ended 31-03-2011.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review.

Directors

Mr. S.C.Sachdeva who was appointed as director & is liable to retire by rotation during the year is being eligible offer himself for reappointment. Your Directors recommend his reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- 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 31st March, 2011 and the profit of the company for the year;

- That 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.

- That the Directors have prepared the annual accounts on a 'going concern' basis.

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Director's Report and the certificate from the Company's Auditors confirming the compliance of conditions on Corporate Governance as stipulated in 'Clause 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

The Auditors M/s Rastogi Narain & Co., Chartered Accountants, retires at this Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, will be accordance with the limits specified in Section 224(1-B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(l)(e)

Provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO (Amount in Lakhs) 31-03-2011 31-03-2010

Total Foreign exchange earned NIL NIL

Total Foreign exchange used NIL NIL

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Diwakar Gandhi Chairman

Place : New Delhi Date : 30.05.2011

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Mar 31, 2010

The Directors present the 24th Annual Report of the Company along with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results of the company are as under:

(Rs.in Lakhs)

Year ended Year ended

31-03-2010 31-03-2009

Loss before depreciation and taxation (56.40) (43.84)

Less: Depreciation 19.38 18.74

Less: Provision for Taxation - 1,17

Profit/(Loss) after depreciation & Tax (75.78) (63.75)

Balance brought forward from previous yr. (629.57) (565.82)

Balance carried forward (705.35) (629.57)

In view of losses incurred, the Directors do not recommend payment of dividend for the year ended 31-03-2010.

Fixed Deposits

The Company has not accepted any Fixed Deposits from the Public during the financial year under review,

Directors

Mr. Mukesh Pathak who was appointed as director & is liable to retire by rotation during the year is being eligible offer himself for reappointment. Your Directors recommend his reappointment.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors confirm that:

- In the preparation of annual accounts the applicable accounting standards have been followed;

- 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 31st March, 2010 and the loss of the company for the year;

- That 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.

- That the Directors have prepared the annual accounts on a going concern basis,

COMPLIANCE CERTIFICATE

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause ; 49 of the Listing Agreement is included in the Annual Report.

AUDITORS

The Auditors M/s Rastogi Narain & Co., Chartered Accountants, retires at this Annual General Meeting and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with the limits specified in Section 224(1-B) of the Companies Act, 1956,

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules 1975, as amended.

INFORMATION PURSUANT TO SECTION 217(l)(e)

Provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in

the Report of the Board of Directors) Rules, 1988 are not applicable to the Company, in respect of Conservation of Energy and Technology Absorption and Research & Development,





FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Lakhs) (Amount in Lakhs)

31-03-2010 - 31-03-2009

Total Foreign exchange earned NIL NIL

Total Foreign exchange used NIL 4.52



ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Companys Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

FOR AND ON BEHALF OF THEBOARD OF DIRECTORS Diwakar Gandhi Chairman

Place:New Delhi Date:29.05.2010