Directors Report of Geetanjali Credit and Capital Ltd.

Mar 31, 2015

Dear Members,

The Directors hereby present the 25th Annual Report together with Audited Statement of Accounts for the year ended on 31 March' 2015 which they trust, will meet with your approval.

(Amount in Rs)

Particulars 2014-15 2013-14



Profit before depreciation and tax 284887 110881

Less: Depreciation (14330) (3481)

Profit before Tax 270557 107400

Less: Provisions for Tax (28300) (27000)

Profit after Depreciation & Tax 242257 80400

OPERATIONS:

The Total Receipts and other income during the year have been Rs 64.18 lacs as compare to Rs 4.92 lacs during the previous year. The Profit after tax of the Company has also increased to Rs 2.42 lacs as compared to Rs 0.80 lacs in the previous year.

DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company do not recommended any dividend for the year under review.

FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, 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 profits 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 on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2015 - 2016.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s. S. Kansal & Associates, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. S. Kansal & Associates, Chartered Accountants as a Statutory Auditor of the Company. Members of the Company at the 24 Annual General Meeting of the Company have appointed M/s. S. Kansal & Associates, Chartered Accountants as auditors of the Company up to 28 Annual General Meeting of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013 members are requested to ratify the appointment of the auditors for the balance term to hold office from the conclusion of the 25 Annual General Meeting until the conclusion of the 28 Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditor's Report are Self-explanatory and do not call for any further comments.

There is no qualification, reservation or adverse remarks made in the statutory auditors report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: N.A

B. Technology Absorption:

No Technology Absorption has been envisaged by your company during the period under review.

DEMATERIALISATION OF SHARES:

The Company had appointed M/s Purva Sharegistry (India) Pvt. Ltd, Mumbai as Share & Transfer Agent. The ISIN for the equity shares is INE263R01010. As on 31st March, 2015 total 6,41,000 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchange, Management Discussion & Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report as "Annexure I & II”

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

RELATED PARTY TRANSACTIONS:

During the year, there was no transaction related party transaction. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014 :

Change in Nature of Company Business:

The Company is engaged in the business of finance and other related service . There is no change in nature of Company Business

Details of Directors / Key Managerial Personnel Appointed / Resigned:

In terms of provision of Section 152 (6) of the Companies Act, 2013 Mr. Paresh Ghanshyambhai Patel retires by rotation and being eligible offers himself for reappointment.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Kunal Doshi and Mr. Jaydeep Suthar, were appointed at the Annual General Meeting of the Company held on 30th September, 2014 to hold office up to 5 (five) consecutive years.

During the year under the review, Mr. Ketan Ghaghada, Managing Director and Mr. Jaydeep Suthar, Director has been resigned from Directorship w.e.f 19thDecember, 2014.

During the year under the review, Mr. Kewal Krishna Goyal has resigned w.e.f 11.07.2014. Also Mr. Rajesh Wadhera and Mr. Prem Singh has resigned w.e.f. 09.07.2014.

Further, Mrs. Renuka Maunesh Devera and Mr. Paresh Ghanshyambhai Patel have been appointed as Director w.e.f 19th December, 2014.

Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies:

During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies.

Deposit :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

Internal Financial Controls:

The Company has adequate internal financial controls to support the preparation of the financial statements.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company's website

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement:

(a) Mr. Kunal Amarchand Doshi

(b) Mrs. Renuka Maunesh Devera

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as "Annexure III” to this Report.

NUMBER OF BOARD MEETINGS:

During the year, requisite Board Meeting has been called. The details of the Board Meetings are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by Ms. Niki Patawari, Practising Company Secretary is attached herewith which forms part of the Directors Report. The observations are self-explanatory.

EQUITY SHARE CAPITAL

During the year, under review, the Company had increased its Authorized Share Capital from 35,00,000 equity shares to 50,00,000 equity shares having face value of Rs. 10/- each. Further, the Company had allotted 13,00,000 equity shares as preferential allotment on 31st March, 2015 at face value of Rs. 10/- each.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non- independent directors was providing good business and people leadership

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company is not paying any Remuneration to Managing Director or any of the executive directors. Thus, the requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is not required to be provided. However, the Company affirm that as and when the Remuneration will be payable to any of the Director, the same would be as per Remuneration Policy.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

APPRECIATION:

Your Directors acknowledge the continued support and co-operation received from all the Department, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of the Company.

By order of the board of directors

Place: Chandigarh Paresh Patel Date : 01.09.2015 (Chairman cum Managing Director)

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Mar 31, 2014

Dear Members,

The Directors hereby present the 24th Annual Report together with Audited Statement of Accounts for the year ended on 31st March' 2014 which they trust, will meet with your approval.

(Amount in Rs.)

Particulars 2013-14 2012-13

Profit before depreciation and tax 1,10,881 23,005

Less: Depreciation 3481 0

Profit before Tax 1,07,400 23,005

Less: Provisions for Tax 27,000 9075

Profit after Depreciation & Tax 80,400 13,930

2. OPERATIONS:

The Total Receipts and other income during the year have been Rs. 4.92 lacs as compare to Rs. 2.05 lacs during the previous year. The Profit after tax of the Company has also increased to Rs. 80,400.00 as compared to Rs. 13,930.00 in the previous year.

3. DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company do not recommended any dividend for the year under review.

4. FIXED DEPOSITS:

The Company has not invited any deposits from the public during the year under review.

5. DIRECTORS:

Shri Bharat Bhushan Goyal, Director of the Company retire by rotation and being eligible offers themselves for reappointment. Shri Jaydeep J. Suthar was appointed as an additional director and in respect of whom the Company has received a notice in writing for the appointment as a Director of the Company.

Shri Rajesh Wadhera and Shri Prem Singh Rana have resigned from the Board with effect from 08th July, 2014. Shri Kewal Krishan Goyal, has also resigned from the Board.

In terms of the provisions of the Companies Act, 2013 the independent directors are not liable to retire by rotation. Accordingly the Board has ascertained the Directors who are liable to retire by rotation keeping in view the provisions of the Companies Act, 2013. The Board recommends for their reappointment.

6. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that,

1. In the preparation of the Annual Accounts for the year ended on 31st March' 2014, the applicable accounting standards have been followed and there has been no material departure.

2. 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 of the Company for the year under review.

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 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended on 31st March 2014 on a going concern basis.

7. PARTICULARS OF EMPLOYEES:

The Company has no employee in the category specified under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

8. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2014 - 2015.

9. AUDITORS:

M/s. S. KANSAL & ASSOCIATES, Chartered Accountant, retire as Statutory Auditors of the Company and being eligible offer themselves for re-appointment. Members are requested to take the note of the same and authorize board to fix their remuneration.

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013

The Notes on Financial Statements referred to in the Auditor's Report are Self-explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: N.A

B. Technology Absorption

No Technology Absorption has been envisaged by your company during the period under review.

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

11. DEMATERIALISATION OF SHARES:

The Company had appointed M/s Purvasharegistry (India) Pvt. Ltd, Mumbai as Share & Transfer Agent. The Company has applied for the connectivity in both NSDL and CDSL. And as and when, the ISIN will be allotted to the Company; the shareholders can demat their shares accordingly.

15. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

17. APPRECIATION:

Your Directors acknowledge the continued support and co-operation received from all the Department, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of the Company.

Registered Office: By order of the board of directors

SCO- 23-24-25, IInd Floor Sector 34- A Chandigarh - 160022

Place: Chandigarh Shri KetanKumar R. Ghaghada Date : 19/08/2014 (Chairman cum Managing Director)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report along with the audited accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars 2012-13 2011-12

Profit before depreciation and tax 23,005 (26,418)

Less: Depreciation 0 0

Profit before Tax 23,005 (26,418)

Less: Provisions for Tax 9,075 0

Profit after Depreciation & Tax 13,930 (26,418)

OPERATIONS:

The total sales and other income during the year have been Rs. 2.05 lacs as compare to Rs. NIL during the previous year. The Profit after tax of the Company has also increased to Rs. 13,930.00 as compared to Rs. (26,418.00) in the previous year.

AUDITORS:

M/s. S. KANSAL & ASSOCIATES, Chartered Accountant, retire as Statutory Auditors of the Company and being eligible offer themselves for re-appointment. Members are requested to take the note of the same and authorize board to fix their remuneration.

AUDITORS REPORT:

The observation made in the Auditors Report are self explanatory and therefore do not call for any further comments under section 217(3) of the companies Act, 1956.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of your Company Mr. Prem Singh retires by rotation at the ensuring Annual General meeting and being eligible offers himself for re-appointment.

DIVIDEND:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the company do not recommended any dividend for the year under review.

DEPOSITS:

The company has not accepted deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rule, 1975 as amended up to date.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration exceeding Rs. 60, 00,000/-p.a., if employed throughout the year, or Rs. 5,00,000/- p.m. if employed for part of the year. Therefore, the provision of disclosure of Particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 as amended, is not applicable to the company.

COMPANIES (DISCLOUSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988.

A. Conservation of Energy: N.A

B. Technology Absorption

No Technology Absorption has been envisaged by your company during the period under review.

C. Foreign Exchange Earning & Out Go:

Total Foreign Exchange Used : NIL

Total Foreign Exchange Earned : NIL

DIRECTOR'S RESPONSIBILITY STATEMENT PURSUANT TO SEC 217(2AA)

OF COMPANIES ACT, 1956:

The Directors hereby confirm that -

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. That 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 or loss of the company for that period,

c. That 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. That the directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board is grateful to all the members for their continual support and trust in us. The Board also would like to put on record its appreciation for the professional services offered by the Company's Legal Advisers, Management and Tax Consultants, Bankers and Statutory Auditors for their co-operation and their valuable guidance. We take this opportunity to express our gratitude to our members, depositors, clients, employees at all levels and well wishers for their valuable support.

FOR ON BEHALF OF THE BOARD OF DIRECTORS

S/d Place: Chandigarh Date: 30th May, 2013 (DIRECTOR)

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Mar 31, 2012

Dear Members,

The directors have pleasure in submitting the 22nd annual report along with the audited accounts of your company for the period ended on 31.03.2012.

FINANCIAL RESULT 2011-12 2010-11

* Expenditure : 0.26 lacs 155.84 lacs

* Net profit/(loss) before tax : (0.26) lacs (155.84)lacs

* Net profit/(loss) after tax : (0.26) lacs (155.84) lacs

DIVIDEND

Your company has not recommended any dividend this year.

PUBLIC DEPOSITS

The company has not accepted any deposits from public during the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of your Company Mr. Rajesh Wadhera, retires by rotation at the ensuring annual general meeting and being eligible, offers him self for re-appointment.

PARTICULARS OF EMPLOYEES

The company did not have any employee drawing remunerations exceeding limit as per the requirements of Section 217(2A) of the Companies Act,1956 and rules frame there under.

ACKNOWLEDGEMENT

Your directors place on record sincere thanks to Banks, employees and shareholders for their continued support, co-operation and assistance.

DIRECTORS RESPONSBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your Directors state:

1. That in the preparation of the annual account, the applicable accounting standards have been followed;

2. That your directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. That your 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 your Company and for preventing and detecting fraud and other irregularities.

4. That your directors have prepared the annual accounts on a going concern basis.

AUDITORS

The report of the Statutory Auditors, read with the notes on accounts being self- explanatory, needs no further clarification.

M/S A K Kalia & Associates, Chartered Accountants, Chandigarh the auditors of the company, retire at conclusion of this Annual General Meeting and are eligible for re- appointment for the financial year ending 31st March, 2013.

Your company has obtained a certificate from them as required under section 224 (1B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be in conformity with the limits specified in that section.

PARTICULARS REGARDING ENERGY CONSERVATION

These particulars are not applicable to the Company.

FOR ON BEHALF OF THE BOARD OF DIRECTORS.

Sd/- Sd/-

DATED : 25/08/2012 Prem Singh Rana Rajesh Wadhera PLACE : CHANDIGARH (DIRECTOR) (DIRECTOR )

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Mar 31, 2011

Dear Members,

The directors have pleasure in submitting the 21st annual report along with the audited accounts of your company for the period ended on 31.03.2011.

FINANCIAL RESULT 2010-11 2009-10

* Expenditure : 155.84 lacs 0.26 lacs

* Net profit/(loss) before tax : (155.84) lacs (0.26) lacs

* Net profit/(loss) after tax : (155.84) lacs (0.26)lacs

DIVIDEND

Your company has not recommended any dividend this year.

PUBLIC DEPOSITS

The company has not accepted any deposits from public during the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of your Company Mr. Kewal Krishan Goyal, retires by rotation at the ensuring annual general meeting and being eligible, offers him self for re-appointment.

PARTICULARS OF EMPLOYEES

The company did not have any employee drawing remunerations exceeding limit as per the requirements of Section 217(2A) of the Companies Act,1956 and rules frame there under.

ACKNOWLEDGEMENT

Your directors place on record sincere thanks to Banks, employees and shareholders for their continued support, co-operation and assistance.

DIRECTORS RESPONSBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your Directors state:

1. That in the preparation of the annual account, the applicable accounting standards have been followed;

2. That your directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. That your 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 your Company and for preventing and detecting fraud and other irregularities.

4. That your directors have prepared the annual accounts on a going concern basis.

AUDITORS

The report of the Statutory Auditors, read with the notes on accounts being self- explanatory, needs no further clarification.

The present Statutory Auditors i.e.,M/S Pawan Chagti & Associates, Chartered Accountants, have expressed their inability to continue as Statutory Auditors of the company. In view of the above, directors recommend M/s A K Kalia & Associates, Chartered Accountants may be appointed as Statutory Auditors of the company at the forthcoming Annual General Meeting. M/s A K Kalia & Associates, Chartered Accountants has confirmed their eligibility and willingness to act as Statutory Auditors of the company, if appointed. The directors place on record their appreciation for the outgoing auditors'' cooperation and support.

PARTICULARS REGARDING ENERGY CONSERVATION

These particulars are not applicable to the Company.

FOR ON BEHALF OF THE BOARD OF DIRECTORS.

Sd/- Sd/- DATED : 02/08/2011 Prem Singh Rana Rajesh Wadhera PLACE : CHANDIGARH (DIRECTOR) (DIRECTOR )