Directors Report of Delta Leasing & Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure In presenting the Thirty First Annual Report together with the audited financial statements for the year ended March 31,2015.

FINANCIAL PERFORMANCE

The summarized Financial Result of the company are given below:

Particulars 2015 2014

Sales and other income 13,130,150 10,281,548

Earnings before interest,tax and 813,120 1,666,628 depreciation

Interest / Finance charges - -

Depreciation 166,961 36,712

Profit before Taxation 980,081 1,723,340

Taxation 414,919 607,923

Profit for the year 588,044 1,091,800

REVIEW OF FINANCIAL RESULTS:

Your Company s PBT is Rs. 980,081 for the period under review from Rs. 1,723,340 of previous financial year. Your Company has registered a Net Profit of Rs. 588,044 for the year under review against the Net profit Rs. 1,091,800 of the previous year.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

RESERVES

The Company has transferred Rs. 112,753 reserve s to Special Reserve.

FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The Company's relationships with its consortium and other bankers continued to be cordial during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 11,60,23,400. Du ring the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 rea d with Rule 12 of the Companies (Management and Administration ) Rules, 2014 ,the extract of the Annual Return as at March 31, 2015, in the prescribed form MGT 9 , forms part of this report as Annexure-A.

MEETINGS

NUMBER OF BOARD MEETINGS

The Board of Directors met seven times in the year 2014-2015. The details of the board meetings and the attendance of the directors are provided in the Corporate Governance

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the audit committee are in conformity with Section 177 of the Companies Act,2013. The Audit Committee met Six (6) times in the year 2014 - 2015. The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

During the year Company has changed the name of the Committee as Nomination and Remuneration Committee from Remuneration Committee in the meeting of the board of Directors held on September 05, 2014.

The Nomination and Remuneration Committee met Five (5) times in the year 2014 - 2015. The details of the Nomination and Remuneration Committee and the attendance of its members are provided in the Corporate Governance Report.

SHAREHOLDERS' GRIEVANCE CUM STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee met Three (3) times in the year 2014 - 2015. The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given i n the notes to the Financial Statements.

RELATED PARTY TRANSACTION

There is no particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 for the Financial Year 2014-15.

AUDITORS REPORT

The observations of the Statutory Auditors in their report, read with the relevant notes to the financial statements are self explanatory.

MATERIAL CHANGES AND COMMITMENTS

No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2014 and the date on which this report has been signed.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy: 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.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

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

SUBSIDIARIES

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website www.deltaleasing.in:

1. Code of Conduct and Ethics

2. Vigil's Mechanism Policy

3. Risk Management Policy

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter- alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & 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.

DIRECTORS

(A) The current composition of Board of Directors as on date is as follows:

NAME OF THE DIRECTOR DESIGNATION

Ms. Meera Mishra Managing Director

Ms. Renu Jindal Executive Director

Ms. Seema Khandelwal Executive Director

Mr. Pawan Kumar Poddar Non-Executive & Independent Director

Mr. Uttam Kumar Srivastava Non-Executive & Independent Director

(B) APPOINTMENT

Ms. Meera Mishra (DIN: 00007279) who was holding the position of executive director of the Company since 19.12.2007 is now appointed as the Managing Director of the Company for 5 year(s) with effect from August 13, 2015.

(C) CESSATION

Mr. Subodh Kumar Khandelwal, Managing Director (DIN: 00064205) was not in a position to devote his time to the affairs of the Company due to some unavoidable reasons. Accordingly, he is submitting his resignation to the Company as on August 13, 2015.

The Board placed on record its appreciation for the valuable services rendered by him.

(D) CHANGE IN DESIGNATION

Ms. Renu Jindal (DIN: 01843439) who was holding the position of independent & non- executive director of the Company since 27.02.2012 is now appointed as the Executive Director of the Company with effect from August 13, 2015.

(E) RETIRE BY ROTATION

In accordance with the provisions of Companies Act, 2013 Ms. Seema Khandelwal (DIN: 00007351), Executive Director retires by rotation and being eligible offers himself for re- appointment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM

The Company's internal control systems are audited by Ms. Veena, Internal Auditor. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies Act, 2013 and to this effect an undertaking is given to the Reserve bank of India.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors Mr. Uttam Kumar Srivastava (DIN 03372917), Mr. Pawan Kumar Poddar (DIN 02152971)has given the following declaration:

* I possess relevant expertise and experience to be an independent director in the company.

* I am/was not a promoter of the company or its holding, subsidiary or associate company.

* I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company)

* Apart from receiving director sitting fees / remuneration, I have/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial)

* None of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year)

* Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year)

b) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of)

a. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company) or

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm)

c) holds together with my relatives 2% or more of the total voting power of the company)

d) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company) or

* I am not a material supplier, service provider or customer or a lessor or lessee of the

* I am not less than 21 years of age.

AUDITORS

The term of office of M/s. S.K. Singla & Associates, as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company and are eligible for re-appointment. The company has received confirmation that their appointment,

if made, will be within the limits prescribed under Section 139 of the Companies Act, 2013. The Directors recommend that M/s. S.K. Singla & Associates, Chartered Accountants be appointed as the Company s auditors to hold office until the conclusion of the next Annual General Meeting.

M/s. S.K. Singla & Associates, over many years, have successfully met the challenge that the size and scale of the Company s operations pose for auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. S.K. Singla & Associates as the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Mr. Ankit Agarwal, Company Secretary in Practice, Delhi, has been appointed to conduct a secretarial audit of the Companys Secretarial and related records for the year ended 31 March, 2015. The Practicing Company Secretary has submitted her Report on the secretarial audit conducted by her which annexed to this Board s Report.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A) Key attributes of the Independent Directors that Justify his / her extension / continuation on the Board of the Company)

B) Participation of the Directors in the Board proceedings and his / her effectiveness)

The evaluation was carried out by means of the replies given / observations made by all the Independent Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on 31st March 2015 your Company is fully compliant with the SEBI Guidelines on Corporate Governance.

EMPLOYEE'S REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Complies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-B to this Report.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing about 7 women employees in the Company. Therefore, according to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaint Committee is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, annexed to this Directors Report, provides a more detailed review of the operating performance.

BUSINESS RESPONSIBILITY REPORT

As per Clause 55 of the Listing Agreement with the Stock Exchanges, a separate section on Business Responsibility Reporting forms an integral part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:

* that in the preparation of the annual financial statements for the year ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any)

* they have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period)

* they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities) and

* that the annual financial statements have been prepared on a going concern basis)

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

* The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Share Transfer and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance

SUSTAINABILITY LIVING

Sustainability is at the core of your Company s way of doing business. It guides your Company on the path to achieve long term success in a world where the battle for resources is escalating.

PERSONNEL

Employee relations have been very cordial during the year under review.

APPRECIATIONS & ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors For Delta Leasing & Finance Ltd.

Sd/- Sd/- (MEERA MISHRA) (RENU JINDAL) Chairman & Managing Director Director DIN: 00007279 DIN:01843439 Place: New Delhi Date: 02/09/2015

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Mar 31, 2014

To the Members,

The Company''s Directors are pleased to present the 30th Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

The summarized Financial Result of the company are given below:

FINANCIAL RESULT (in Rupees)

PARTICULARS 2013-2014 2012-2013

Sales and other income 1,02,81,548 1,20,96,085

Earnings before interest, tax 16,86,628 12,97,672 and depreciation Interest / Finance charges

Depreciation 36,712 16,282

Profit before taxation 17,23,340 13,13,954

Taxation 6,07,923 5,38,244

Profit for the year 10,91,800 7,63,339

REVIEW OF FINANCIAL RESULTS :

Your Company''s PBT has increased to Rs. 17,23,340 for the period under review from Rs. 13,13,954 of previous financial year. Your Company has registered a Net Profit of Rs. 10,91,800 for the year under review against the Net Profit Rs. 7,63,339 of the previous year.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

FINANCE

The Company''s relationships with its consortium and other bankers continued to be cordial during the year. The Company would like to thank its Bankers for their support.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies act, 2013 and to this effect an undertaking is given to the Reserve bank of India.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has fairly understood its responsibility towards the society and environment in which it operate and accordingly had been working towards CSR and Sustainable Development focusing on the Triple Bottomline'' ethos'' since its inception. Further, in terms of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee to monitor the CSR activities of the Company in terms of the provisions of the Act.

PARTICULARS OF EMPLOYEES

» Particulars of Employees as required under Section 134 (3) (e) of the Companies Act, 2013 as amended is not given as there was no employee I drawing the salary as per the limits mentioned in the said Section.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

D In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

D They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

D They 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; and

- They have prepared the annual accounts on a going concern basis.

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

- The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 ("3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy : 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.

Export Activities : There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Out go : There was no Foreign Exchange earnings and out go during the year under review.

FIXED DEPOSITS

The Company has not accepted/renewed any public deposits during the year under review.

DIRECTORS

As per Section 152 of the companies Act, 2013, Ms. Seema Khandelwal, Executive Director of the Company retires by rotation and being eligible for re-appointment subject to retirement by rotation.

Mr. Pawan Kumar Poddar, Ms. Renu Jindal and Mr. Uttam Kumar Srivastava, Independent Directors retires by rotation at the forthcoming Annual General Meeting and is proposed to the members for appointment as an Independent Director of the Company under 149 of the Companies Act, 2013 and appointed for fixed term of Five Years.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the audit committee are in conformity with Section 177 of the Companies Act, 2013. The committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

CORPORATE GOVERNANCE

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity.

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s).

The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. The new act is a positive step towards strengthening corporate governance regime in the country. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration Committee and Corporate Social Responsibility Committee, ahead of implementation of the new law. Your Company is committed to embrace the new law in letter and spirit.

SUSTAINABILITY LIVING

Sustainability is at the core of your Company''s way of doing business. It guides your Company on the path to achieve long term success in a world where the battle for resources is escalating.

BUSINESS RESPONSIBILITY REPORT

SEBI, through its circular CIR / CFD / DIL / 8 / 2012 dated August 13, 2012, mandated inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 100 listed entities based on market capitalisation at BSE and NSE as on March 31, 2012. In compliance with the said circular, a separate report called BRR forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis has been given in detail in this Annual Report.

AUDITORS

The term of office of M/s S.K. Singla & Associates, as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 139 of the Companies Act, 2013.

The Directors recommend that M/s S.K. Singla & Associates, Chartered Accountants be appointed as the Company''s auditors to hold office until the conclusion of the next Annual General Meeting.

M/s Singla & Associates, over many years, have successfully met the challenge that the size and scale of the Company''s operations pose for auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s Singla & Associates as the Statutory Auditors of the Company.

PERSONNEL

Employee relations have been very cordial during the year under review.

APPRECIATIONS & ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/- (SUBODH KUMAR KHANDELWAL) (MEERA MISHRA) Chairman & Managing Director Director DIN : 00064205 DIN : 00007279

Place : Delhi Dated : September 5, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the Twenty Ninth Annual Report together with the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

The summarized financial results of the Company are given below:

FINANCIAL RESULTS (In Rupees) Particulars 2013 2012

Sales and other income 1,20,96,085 4,29,95,904

Earnings before interest, tax and depreciation 12,97,672 10,99,019

Interest / Finance charges

Depreciation 16,282 2,567

Profit before taxation 13,13,954 11,01,586

Taxation 5,38,244 3,50,836

Profit for the year 7,63,339 7,50,750

REVIEW OF OPERATION:

Your company''s profit before tax increased to Rs. 13,13,954/- for the period under review from Rs.11,01,586/- of previous financial year.

Your company has registered a Net profit of Rs. 7,63,339/- for the year under review against the net profit of Rs. 750,750/- of the previous year.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

FINANCE

The Company''s relationships with its consortium and other bankers continued to be cordial during the year. The Company would like to thank its Bankers for their support.

CORPORATE SOCIAL RESPONSIBILITY

The Company supports community welfare initiatives.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in the said Section and Rules.

LISTING OF SHARES AT STOCK EXCHANGE

The Equity Shares of the Company is listed on Delhi Stock Exchange. The Equity shares of the company recently listed and permitted for trading on Bombay Stock Exchange Ltd vide BSE Notice No. 20130416-27 on April 16, 2013. The Listing fees to all Stock Exchanges have been paid up to date.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, for the financial year ended 31st March, 2013 the applicable accounting standards have been followed and that no material departures have been made from the same.

2. 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 profits or loss of the Company for the Year under review period.

3. The Directors 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.

4. The Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Conservation of Energy: 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.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

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

FIXED DEPOSITS

The Company has not accepted/renewed any public deposits during the year under review.

DIRECTORS

Mr. Uttam Kumar Srivastava was appointed as an Additional Director on the Board of the Company with effect from 15th March, 2013 in accordance with Section 260 and Articles of Association of the Company. Mrs. Seema Khandelwal was appointed on board of the company with effect from 6th February, 2013.

Mrs. Meera Mishra, Director retire by rotation and being eligible and offer herself for re-appointment. The Board recommends her re-appointment as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement entered in to with the Stock Exchanges, a report on Corporate Governance and a Certificate obtain from the Statutory Auditors confirming Compliance thereto, is made a part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis is given elsewhere in this Annual Report.

AUDITORS

M/s. S.K. Singhla & Associates, Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Directors recommend that M/s. S.K. Singhla & Associates,

Chartered Accountants be appointed as the Company''s auditors to hold office until the conclusion of the next Annual General Meeting.

PERSONNEL

Employee relations have been very cordial during the year under review

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges, for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

(Subodh Kumar Khandelwal) (Meera Mishra)

Managing Director Director

Date: 03/09/2013

Place: Delhi