Directors Report of Fortune International Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the Thirty Third Annual Report of Fortune International Limited along with the Standalone Audited Financial Statement of the Company for the year ended on 31st March, 2015.

1. BACKGROUND

Fortune International Limited is Govt, of India recognized Start Trading House, engaged in the business of procuring, trading and exporting a number of product groups including engineering goods, commodities to various parts of the world.

2. FINANCIAL PERFORMANCE: (Rs. in Lacs)

Particulars Current Previous Year Year

2014-15 2013-14

Total Income 12.06 7.24

ProfiV(Loss) before Depreciation, Interest, Tax and Amortization and Exceptional Items 5.68 4.25

Interest 0.02 0.06

Depreciation 0.02 0.44

Exceptional Items - -

Profit/(Loss) before Tax 5.64 3.75

Provision for Income Tax - -

ProfitZ(Loss) after Tax 5.64 3.75

Balance brought forward from previous year (746.19) (749.94)

Balance Carried over to the Balance Sheet (740.55) (746.19)

During the year under review, the management was unable to revive its export trading business due to lack of adequate resources, thereby there was no operating revenue. Whereas, the income from non-operating sources increased from Rs.7.24 lacs in previous year to Rs. 12.06 lacs during the current financial year and Profit before tax has also been substantially increased from 3.75 lacs in previous year to 5.64 lacs during the current year.

3. RESERVES

The Company doesn't propose to transfer any amount into the general reserve.

4. DIVIDEND

In view of unavailability of sufficient profits, the Board of Directors of the Company regrets their inability to recommend any dividend for the financial year ended 31st March, 2015.

5. LISTING

The Equity shares of the Company continue to remain listed on BSE Limited, Delhi Stock Exchange Limited and the Calcutta Stock Exchange Limited.

6. DEPOSITS

The Company has not accepted any deposit within the meaning of Sections 2(31) and 73 of the Companies Act, 2013 and the rules framed thereunder during the Financial Year 2014-15.

7. PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS

The Company has not given any loan or guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013 in the securities of any other bodies Corporate during the financial year ended 31st March, 2015.

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

The Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required to be disclosed under clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are furnished herein below:

a. Conservation of Energy

Although the operation of the Company is not energy intensive, it continues to adopt energy conservation measure at all operational levels.

b. Technology Absorption

Your Company has not imported any technology during the year under review

c. Foreign Exchange Earning and Outgo

During the year under review, there were no transactions in Foreign Currency.

9. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Management discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company as required to be disclosed in Directors' Report, forms a part of this Annual Report. Further, the Corporate Governance Report, duly approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of clause 49 of the Listing Agreement forms part of this Annual report.

10. SUBSIDIARY COMPANIES

The Company does not have any subsidiary company at present.

11. DIRECTORS

a) In accordance with section 152 (6) of the Companies Act, 2013 and clause 91 & 92 of Articles of Association of the Company, Mrs. Ruchika Bharadwaj (DIN-00288459), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company. Mrs. Ruchika Bharadwaj is eligible and offers herself to get re-appointed at the ensuing Annual General Meeting of the Company.

b) Pursuant to section 149 (4) of the Companies Act, 2013 and the rules framed thereunder Mr. Shailesh Prasad, Director of the Company is proposed to be appointed as Independent Director in the ensuing Annual General Meeting of the Company for a term of five years. Further as per sections 149 (10) and 152 of the Companies Act, 2013, the Independent Directors of the Company are not liable to retire by rotation.

c) Mr. Nivedan Bharadwaj (DIN 00040191), who was earlier designated as whole time Director of the company by members at the 32nd Annual General Meeting held on 30th September, 2014, is re-designated as Managing Director of the company in the ensuing Annual General Meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

13. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states 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 evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

14. POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Board based on recommendation of the Nomination & Remuneration Committee, has formulated a policy on remuneration, of directors, Key Managerial Personnel and other employees. The policy covers the appointment including criteria for determining qualifications, positive attributes, independence and remuneration of its directors, KMPs and other employees of the Company and other matters provided under sub - section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-Ato the Directors' Report.

15. MEETING OF BOARD OF DIRECTORS

During the year four Board Meetings were held, the details of which are given in the Corporate Governance Report. Maximum gap between the meetings is well within the limits prescribed under Companies Act, 2013 and clause 49 of the Listing Agreement.

16. MEETING OF AUDIT COMMITTEE

During the year four Audit Committee Meetings were held which were in compliance with the requirement of the Companies Act, 2013 and clause 49 of the Listing Agreement. The details of which are given in the Corporate Governance Report. All the recommendations of the Audit Committee have been accepted by the Board.

17. AUDITORS

(i) Statutory Auditors

M/s. L.N. Malik & Co, Chartered Accountants, (ICAI Firm Registration No. 015992N) were appointed as the Statutory Auditor of the Company at the Annual General Meeting ("AGM") held on 30th September 2014. The Company has obtained consent letter and the necessary certificate under Section 141 of the Companies Act 2013, from the auditors, conveying their eligibility for the above appointment. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s L.N. Malik & Co, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Thirty Fourth AGM of the Company and authorize the Board of Directors to fix their remuneration.

(ii) Secretarial Auditor

As per section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed Mr. Deepak Rane, Practicing Company Secretary (CP No.8717) as Secretarial Auditor for carrying out the secretarial audit. The Secretarial Audit Report in the prescribed form is annexed as Annexure- B to this report. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditors in their report.

(iii) Internal Auditor

As per section 138 of the Companies Act, 2013 and (Rule 13) of the Companies (Accounts) Rules, 2014. The Company had appointed Mr. Pankaj Kumar, Practicing Chartered Accountant as Internal Auditor of the Company.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower.

19. HUMAN RESOURCES

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

20. DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 of the company for that period;

(c) 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;

(d) the directors have prepared the annual accounts for the Financial Year ended March 31, 2015 on a going concern basis;

(e) Proper internal financial controls were in place and these internal financial controls were adequate and operating effectively.

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

21. EXTRACTS OF ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013, the prescribed Form MGT-9 (Extract of Annual Return) is annexed as Annexure-D and forms an integral part of this report.

22. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy which reflects the overall risk management philosophy, the Company's overall approach to risk management and the role and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle. The Company's Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring the compliance with legal requirements and by safeguarding the integrity of the Company's financial reporting and its related disclosures.

23. RELATED PARTY TRANSACTIONS

All the transactions done with related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties were entered by the Company in the normal course of business of the Company. The particulars of contracts entered during the year are shown in Form AOC- 2, which is annexed to this report as Annexure- E

24. ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company.

For and on behalf of the Board

Sd/- Sd/- Nivedan Bharadwaj Rekha Shrivastava Whole-Time Director Director (DIN-00040191) (DIN-00051261)

Date: 2nd September, 2015

Place: New Delhi

Regd. Office: G - 4, C- Block Community Centre, Naraina Vihar, New Delhi -110028

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Mar 31, 2014

The Members,

Fortune International Limited

The directors have pleasure in presenting the Thirty Second Annual Report of Fortune international Limited {"the Company") along with the Audited Accounts for the year ended on 31st March, 2014,

1. BACKGROUND

Fortune International Limited is Govt, of India recognized Start Trading House, engaged in the business of procuring, trading and exporting a number of product groups including engineering goods, commodities to various parts of the world.

2. FINANCIAL PERFORMANCE;

(Rs. in Lucs) Partivulars Current Previous Year Year 2013-14 2012-13

Total Income 7.24 25.37

Profit/(Loss) before Depreciation, Interest, 4.25 22.13 Tax and Amortization and Exceptional items

Interest 0.06 0.03

Depreciation 0.44 0.54

Exceptional Items - 15.45

Profit/(Loss) before Tax 3.75 6.11

Provision for Income Tax - -

ProfW(Loss) after Tax 3-75 6.11

Balance brought forward from previous year (749.94) (758.05)

Balance Carried over to the Balance Sheet (746.19) (749.94)

During the year under review, the management was unable to revive its export trading business due to lack of adequate resources, thereby there was no operating revenue. The income from non-operating sources reduced from Rs.25.37 lacs in previous year to Rs.7.23 lacs during the current financial year and Profit before tax has also been substantially reduced from 6,11 lacs in previous year to 3.75 lacs during the current year.

4. AMOUNT TRANSFERRED TO RESERVE

Pursuant to section 217 (1) (b) of the Companies Act, 1956, the Company has not made profit in the FY 2013-14. Therefore, no such amount transferred to reserves

5. BUSiNESS OUTLOOK

The Company has been engaged in exporting a wide range of products to over 20 Counties including Hong Kong, Germany, Singapore, Russia, USA, UK, Japan, and Europe in the past. The Company indentifies customers abroad through its branch offices agents and the marketing efforts by its directors. A multi-pronged strategy has been adopted with focus on quality, cost/ prices, enhanced the customer satisfaction and international levels of service. However, the export business is not like domestic business which has lot of problems in internal factor as well as external factor.

6. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company on March 31, 2014, was INR. 7.4 Crore, as per the shareholding pattern mentioned in clause 15 (C) of Corporate Governance report. Hence, there was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2013-14.

7. DIVIDEND

in view of unavailability of sufficient profits, the Board of Directors of the Company regrets their inability to recommend any dividend for the financial year ended 31st March, 2014.

8. DIRECTORS

In accordance with section 152 (6) of the Companies Act, 2013 and clause 127 of Articles of Association of the Company, Mr. Nivedan Bharadwaj (DIN-00040191), Whole-Time Director is liable to retire by rotation at the ensuing Annual General Meeting of the Company, Mr. Nivedan Bharadwaj is eligible and offers himself to get re-appointed at the ensuing Annual General Meeting with remuneration not exceeding of 120,000/-p.a "

9. AUDITORS

(i) Statutory Auditors

M/s. LN. Malik & Co, Chartered Accountants, (ICAI Firm Registration No. 015992N) were appointed as the Statutory Auditor of the Company at the Annual General Meeting ("AGM") held on 30th September 2013. The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment has obtained eligibility certificate and consent letter from the statutory auditor stating their willingness to get re-appointed. The statutory auditor has completed Nine years of their term and eligible to hold office up to the conclusion of the Thirty Third Annual General Meeting of the Company. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s. LN. Malik & Co, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Thirty Third AGM of the Company and authorize the Board of Directors to fix their remuneration.

(ii)Secretarial Auditor

As per section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard

The Directors informs member that the Company has appointed Mr Deepak Rane, Practicing Company Secretary (CP No 8717) as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders

(iii) Internal Auditor

As per section 138 of the Companies Act. 2013 and (Rule 13) of the Companies (Accounts) Rules, 2014 The Company has appointed Mr. Pankaj Kumar, Chartered a qualified Chartered Accountant and member from the Institute of Chartered Accountants of India (ICAI) as an Internal Auditor of the Company With Consultation of Internal Auditor the Audit Committee will formulate scope functioning periodicity and methodology for conducting the internal audit of the Company

10. AUDIT OBSERVATIONS

Auditors Observations are suitably explained in notes to the Accounts and are self- explanatory

11. SUBSIDIARY COMPANY

The company does not have any subsidiary company at present Therefore. Clause 49(lII) of the Listing Agreement does not apply to the Company.

12. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Public Deposits from the Public under section 58A of the Companies Act 1956 and rules framed there under

13. ACCOUNTS AND ACCOUNTING STANDARDS

The Company adheres to the Accounting Standards issued by The Institute of Chartered Accountants of India ("ICAI") in the preparation of its financial statements and has not adopted a treatment different from that prescribed in any Accounting Standard issued by ICAI and in the Companies (Accounting Standards) Rules 2006, as amended from time to time

14. PARTICULARS OF EMPLOYEES

There are no employees covered under the provisions of Section 217 (2A) of the Companies Act. 1956. read with the Companies (Particulars of the Employees) Rules, 1975 as amended

15. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956 with respect to the

Director''s Responsibilities Statement, it is hereby confirmed:

(a) in the preparation of the annual accounts for the financial year ended 31s1 March, 2014, the applicable accounting standard had been followed along with proper explanation relating to material departures:

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

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

(d) the directors had prepared the annual accounts on a going concern basis, and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

16. PARTICULARS OF CONTRACT OR AGREEMENT WITH RELATED PARTY TRANSACTION

Pursuant to section 297 of the Companies Act, 1956, the Company has neither made any transaction with any related party and nor entered into any transaction with the related party

17. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act. 1956 and Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship with the employees is cordial.

18. VIGIL MECHANISM

The Company is in the process of formulating a policy on vigil mechanism as required under the Act 2013.

19. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The provision of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), directors furnish herein below the additional information

a Conservation of Energy

Although the operation of the Company is not energy intensive, it continues to adopt energy conservation measure at all operational levels The disclosure of particulars in the prescribed format A under section 217(1 )(e) of the Companies Act.1956 read with the Companies (Disclosure of Particulais in the report of Board of Directors) Rules 1988, is no* applicable to the company

b Technology Absorption

Youi Company has not imported any technology during the year under review Foreign Exchange banning and Outgo

c Foreign Exchange Earning and Outgo

During the year under review, there were no transactions in Foreign Currency

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Repoit for the year under review, as stipulated under Clause 49 of the Listing Agieement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report

21. ACKNOWLEDGEMENTS

I he Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India Securities and Exchange Board of India. Registrar of Companies and other government and regulatory agencies and to convey then appreciation to Quest customeis, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company

For and on behalf of the Board

Nivedan Bhradwaj Rckha Shrivnstava

Whole-Time Director Director

(DIN-00040191) (DIN-00051261)

Date: 14th August, 2014 Place: New Delhi

Regd, Office:

G 4 1 Block Community Centre Naraina Vihar New Delhi 110028

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Mar 31, 2012

The directors have pleasure in presenting the Thirtieth Annual Report along with the Audited Accounts for the year ended on 31st March, 2012

FINANCIAL PERFORMANCE:

(Rs. in Lacs) Particulars Current Year Previous Year 2011-12 2010-11

Total Income 6.90 686.81

Profit/(Loss) before Depreciation, Interest, Tax and Amortization 2.75 (387.86)

Interest 0.11 11.43

Depreciation 0.66 2.54

Profit/(Loss) before Tax 1.98 (401.64)

Provision for Income Tax - -

Profit/(Loss) after Tax 1.98 (401.64)

Balance brought forward from previous year (758.04) (356.40)

Balance Carried over to the Balance Sheet (756.06) (758.04)

DIVIDEND

In view of unavailability of the profit, the Board of Directors of the Company regret their inability to recommend any dividend for the financial year ended 31st March, 2012.

OPERATIONS

During the year under review, the management was unable to revive its export trading business due to lack of adequate resources, thereby there was no operating revenue. The income from non-operating sources dropped substantially from Rs. 681.54 lacs in previous year to Rs.6.90 lacs during the current financial year.

DIRECTORS

Mr. Prashant Verma, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. Pursuant to Clause 49 of the Listing Agreement, a detailed profile of the Director retiring by rotation is provided along with the Notice convening Annual General Meeting.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BOMBAY STOCK EXCHANGE LIMITED

Members are aware that trading in equity shares of the company with Bombay Stock Exchange Limited (BSE) had been suspended since September, 2001. The management of the Company has approached BSE for revocation of the suspension and resumes trading in equity shares of the Company. In this regard, the company has received In-principle approval for revocation for suspension of trading of equity shares of the company with BSE and the trading in equity shares of the company is expected to start on the platform of BSE in due course.

DEMATERIALIZATION OF SHARES OFTHE COMPANY

We are pleased to inform to all the members that the shares of the company (Issued and paid up capital 70,40,000 shares of Rs. 10/-each) has been admitted for dematerialization form with both depositories, National Securities Depositories Limited (NSDL) and central Depository Securities Limited (CDSL). The ISIN Activation number is INE501D01013. Members are requested to avail this demat facility with any one of the depositories said above.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director’s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 of the profit or loss of the company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the year under review on a ‘going concern’ basis.

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

In terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, Directors furnish herein below the additional information:

Conservation of Energy

Although the operations of the Company are not energy intensive, it continues to adopt energy conservation measures at all operational levels. The disclosure of particulars in the prescribed format A under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Technology Absorption

Your Company has not imported any technology during the year under review.

Foreign Exchange Earnings and Outgo

During the year under review, there were no transactions in Foreign Currency.

PARTICULARS OF EMPLOYEES

There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975 as amended.

STATUTORY AUDITORS

The present statutory auditors of the Company, M/s. L.N. Malik & Co, Chartered Accountants, hold office up to the conclusion of the forthcoming Annual General Meeting. The present auditors have confirmed their willingness and eligibility under section 224(1B) of the Companies Act, 1956 for their reappointment as Statutory Auditors for the financial year 2012-13. The members are requested to consider their re- appointment for the current financial year 2012-13 and authorize the Board of Directors to fix their remuneration.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of this Annual Report.

The requisite certificate from Mr. Deepak Rane, Company Secretary in practice, confirming compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement is annexed to this Report.

ACKNOWLEDGEMENTS:

The Board of Directors put on record their sincere thanks to the clients, vendors, bankers and advisors for their continued support and co-operation during the year. Your Directors also wish to place on record their appreciation for the business associates and shareholders.

By order of the Board of Directors

Sd/- Nivedan Bharadwa (Whole Time Director)

Place: New Delhi Date: 3 rd September, 2012

Registered Office:

G - 4, C- Block Community Centre,

Naraina Vihar, New Delhi - 110028

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Mar 31, 2011

The directors have pleasure in presenting the Twenty Ninth Annual Report along with the Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL PERFORMANCE:

(Rs.in Lacs)

Particulars Current Year Previous Year

2010-11 2009-10

Total Revenue 686.81 36.48

Profit/(Loss) before Depreciation, Interest, Tax and Amortisation 387.86 (3.65)

Interest 11.43 235.34

Depreciation 2.54 3.14

Profit/(Loss) before Tax (401.64) (242.13)

Provision for Income Tax - -

Profit/(Loss) after Tax (401.64) (242.13)

Balance brought forward from previous year (356.40) (114.27)

Balance Carried over to the Balance Sheet (758.04) (356.40)

DIVIDEND

Due to loss incurred during the year, the Board of Directors of the Company regret their inability to recommend any dividend for the financial year ended 31st March, 2011.

OPERATIONS

The Company has been engaged in exporting a wide range of products to over 20 counties i.e. Hong Kong, Germany, Singapore, Russia, USA, UK, Japan, Europe in the past. During the year under review, the management was unable to revive its export trading business due to lack of adequate resources, thereby there was no operating revenue. The income from non-operating sources increased substantially from Rs. 36.47 lacs in previous year to Rs. 686.81 lacs during the current financial year. However, substantial amount of receivables have been written off as bad debts during the year resulting in net loss to the Company.

CHANGE IN MANAGEMENT OF THE COMPANY

The scale of operation of the Company has been stagnant for last several years and the Company has not been able to generate significant shareholder’s value. Your Board has been exploring various business avenues to scale up the business operations and profitability of the Company. However, substantial resources are required to be infused in the Company to achieve a decent growth, and the earlier Promoters felt that they are not in a position to infuse funds in the Company.

The management of the Company has been changed by way of passing a resolution in the Extra Ordinary General meeting through Postal Ballot on 25th January, 2011. The Company has complied with all the rules and regulations for Change in Management of the Company in terms of the provisions of Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and the Companies Act, 1956.

DIRECTORS

Mr. Madan Lal Jain, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting. Pursuant to Clause 49 of the Listing Agreement, a detailed profile of the Director retiring by rotation is provided along with the Notice convening Annual General Meeting.

Mr. Nivedan Bharadwaj, who was appointed as an Additional Director of the Company with effect from 16th December, 2010, has been appointed as Whole Time Director of the Company at the Extra Ordinary General Meeting of the Company held on 25th January 2011, through Postal ballot. The designation of Mrs. Rekha Shrivastava changed from Chairman & Whole-time Director of the Company to Non-Executive Chairman of the Company with effect from the 25th January, 2011.

REGISTRAR & SHARE TRANSFER AGENT

The Company has appointed Purva Sharegistry (India) Private Limited as Registrar & Share Transfer Agent with effect from the 1st January, 2011 in terms of Clause 47(b) of the Listing Agreement. Members are requested to contact the above said agency regarding transfer of shares of the Company.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BOMBAY STOCK EXCHANGE LIMITED

Members are aware that trading in equity shares of the company with Bombay Stock Exchange Limited (BSE) had been suspended since September, 2001. The management of the Company has approached BSE for revocation of the suspension and resume trading in equity shares of the Company. In this regard, the Company has submitted all the documents as per the requirements of BSE. The Board of Directors is confident that the Company will be able to revoke the suspension and start trading with BSE in the current financial year.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director’s Responsibilities Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had 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 of the profit or loss of the company for the year under review.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the accounts for the year under review on a ‘going concern’ basis.

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

In terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, Directors furnish herein below the additional information:

Conservation of Energy

Although the operations of the Company are not energy intensive, it continues to adopt energy conserva tion measures at all operational levels. The disclosure of particulars in the prescribed format A under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Technology Absorption

Your Company has not imported any technology during the year under review.

Foreign Exchange Earnings and Outgo

During the year under review, there were no transactions in Foreign Currency.

PARTICULARS OF EMPLOYEES

There are no employees covered under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of the Employees) Rules, 1975 as amended.

STATUTORY AUDITORS

The present statutory auditors of the Company, M/s. L.N. Malik & Co, Chartered Accountants, hold office up to the conclusion of the forthcoming Annual General Meeting. The present auditors have confirmed their willingness and eligibility under section 224(1B) of the Companies Act, 1956 for their reappointment as Statutory Auditors for the financial year 2011-12. The members are requested to consider their re-appointment for the current financial year 2011-12 and authorize the Board of Directors to fix their remuneration.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of this Annual Report.

The requisite certificate from Mr. Deepak Rane, Company Secretary in practice, confirming compliance with the conditions of Corporate Governance as per Clause 49 of the Listing Agreement is annexed to this Report.

ACKNOWLEDGEMENTS:

The Board of Directors put on record their sincere thanks to the clients, vendors, bankers and advisors for their continued support and co-operation during the year. Your Directors also wish to place on record their appreciation for the business associates and shareholders.

By order of the Board of Directors

Sd/- Nivedan Bharadwaj (Whole Time Director)

Place: New Delhi Date : 18th June, 2011

Registered Office: G - 4, C- Block Community Centre, Naraina Vihar, New Delhi - 110 028

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Mar 31, 2010

We have great pleasure in presenting the Twenty Eight Annual Report together with Audited Statement of Accounts for the year ended 31s1 March, 2010.

1. FINACIAL RESULTS (Rupees in lacks)

Current Year Previous Year

Particulars (31.03.2010) (31.03.2009)

Sales/Income from Operations 36.48 322.53

Depreciation (3.14) (3.64)

Cash Loss (18.63) (122.28)

Profit bafore interest, tax and exceptional items 14.71 196.61 Add/(Less/

Interest (235.26) 0.00

Exceptional items (21.28) (319.72)

Tax 0.00 (0.12)

Net Profit/(Loss) (242.13) (123.11)

2. OPERATIONS :

Members are aware of the difficulties and the problems which the company facing for the last few years. Hurdles of the company not yet removed but management of the company continuously making effort to settle the cases, eradication of root problems, to improve the financial conditions, revocation of suspension from BSE, fulfill the conditions for appointment of RTAand bring the better business in the company.

Securities of the company was de-listed from Ahmedabad Stock Exchange, applied for delisting from Madras Stock Exchange and also we are applying for delisting from Culcutta Stock Exchange , in such way management ambition to reduce the cost and compliances, which are unnecessary burden on the company. Thus in this way the company continuously taking aggressive steps for its growth and to start its trading.

3. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is not covered in the Schedule Industries given under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 requiring disclosure of information regarding Conservation of Energy and Technology Absorption.

During the year under review, the Foreign Exchange Earning and Outgoing were nil.

4. DIVIDEND

Due to the heavy loss during the year, your directors do not propose to recommend any dividend for the period ended 31sMarch, 2010.

5. DIRECTORS RESPOSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 your directors confirm having:

a. Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departure if any.

b. All Accounting Policies selected have been applied consistently, judgments and estimates have been made are reasonable and prudent so as to give true and fair view of state of affairs of the company at the end of the financial year and profit or loss of the company for the period.

c. Proper and sufficient care has been taken 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

d. The Annual Accounts have been prepared on going concern basis

6. CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on the Corporate Governance" is enclosed and a certificate on compliance of corporate governance, from the firm of practicing company secretaries is annexed hereto and forms a part of the Report.

7 DIRECTORS

Mrs. Rekha Shrivastava, Whole time director & Chairman of the company, whose tenure expired on 05.06.2010 has been re-appointed on 28th day of May, 2010 w.e.f. 06.06.2010 for a period of five years, subject to approval of the shareholders of company at the forth-comingAnnual General Meeting.

Pursuant to Articles of the Articles of Associations of the Company, Mr. Prashant Verma, Director of the Company, who is liable to retire by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

8. AUDITORS

M/s. L.N. Malik & Co. Chartered Accountants, Auditors of the Company retire at the conclusions of ensuing annual general meeting and being eligible, offer themselves for re-appointment.

9. STATUTORY DISCLOSURES

None of the Directors are disqualified under the provisions of section 274(1) (g) of the Companies Act, 1956. The Directors have made the requisite disclosures. as required under the provisions of the Companies Act, 1956and Clause 49 of the Listing Agreement.

10. FIXED DEPOSITS

Your Company did not invite or accept any deposits from the public during the year under review.

11. PARTICULARS OF EMPLOYEES

There was no employee during the year whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Your Directors wish to place on record their deep appreciation for the continued support and co-operation of Financial Institutions, Banks, Investors, and Government Authorities Your Directors also acknowledge the support extended by all employees of the company for their dedicated services.

On Behalf of the Board

Place: New Delhi Rekha Shrivastava

Date: 28.05.2010 Chairman & Whole time director