Directors Report of Integrated Capital Services Ltd.

Mar 31, 2015

Dear Members,

The Directors takes pleasure in presenting the Twenty Second (22nd) Annual Report together with the audited financial statements of your Company for the year ended M arch 31,2015.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

Rs. Lacs

Standalone

2014-15 2013-14

Income from Operation 208.82 142.50

Other Income 3.69 11.56

Expenditure before depreciation 119.63 98.9

Depreciation 5.72 3.24

Prior year adjustment 0.18 (0.58)

Profit before tax 85.77 51.27

Current Tax (30.72) (14.87)

Deferred Tax 1.47 30.88

Profit after tax 56.52 67.28

Consolidated

2014-15 2013-14

Income from Operation 229.64 184.50

Other Income 4.23 20.77

Expenditure before depreciation 130.02 119.67

Depreciation 13.17 7.51

Prior year adjustment 0.18 (0.58)

Profit before tax 88.82 77.45

Current Tax (32.18) (19.32)

Deferred Tax 2.60 29.98

Profit after tax 59.24 88.11

2. RESULTS OF OPERATIONS:

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 208.83 Lacs against Rs. 142.50 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

3. DIVIDEND:

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

4. SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2015 was Rs. 361.50 lacs. During the year under review, your Company did not issued any further.

Equity Shares of the Company are listed on Stock Exchange.

The paid up capital of your company also comprises 3,70,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each at par.

During the year under review, your Company redeemed 1,05,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each, at par, upon the holder of such shares exercising options to put the same for redemption.

Preference Shares of the Company are not listed on any Stock Exchange.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 11 of the Standalone audited accounts.

6. LISTING OF EQUITY SHARES ON THE BOM BAY STOCK EXCHANGE:Your Company has applied to the Bombay Stock Exchange (BSE) for listing of equity shares for trading thereat. BSE has granted "In Principle" approval for listing of your Company's equity shares on BSE vide its letter dated March 20,2015.

Your Company is in process of compiling all information required to be furnished, as per the letter informing about "In Principle" approval, for listing of its equity shares for trading.

7. MEMBERSHIPS OF THE COMPANY:

During the year, your Company availed the membership of (i) The Institute of Internal Auditors (IIA) and (ii) BTG Global Advisory Limited (a Company incorporated in England and Wales).

(i) The Institute of Internal Auditors(IIA):

The IIA is the internal audit profession's global voice, recognized authority, acknowledged leader, chief advocate, and principal educator. Generally, members of the Institute work in internal auditing, risk management, governance, internal control, information technology audit, education, and security.

(ii) BTG Global Advisory:

BTG Global Advisory is a multi-disciplinary organization, offering a broad range of professional services necessary to provide solutions to business problems. Its members include insolvency and restructuring advisors; turnaround, workout and profit improvement consultants; forensic investigators and other litigation support professionals; and investment banking/ M & A transaction advisors amongst other specialists.

The Company and certain other overseas professional organizations engaged in near like services are promoting a non-practicing, International umbrella entity as a Private Company Limited by Guarantee, in England and Wales to, (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities. The Company has nominated one of its Directors to be a director on the Board of Directors of the proposed company. The Company's guarantee will be UK Pound 1.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

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

9. SUBSIDIARY COMPANIES:

a) 100% Subsidiary Company - RAASe Solutions Private Limited

RAASe Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an out sourced basis, to clients within and outside India. RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS.

b) 100% Subsidiary Company-Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets. Note: Salient features of Financial Statements of Subsidiaries for ms part of the Annual Report (Financial information is based on Unaudited Results).

10. JOINT VENTURES:

a) KW Publishers Private Limited

KW Publishers Private Limited is a joint venture wherein the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Politics.

b) Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%. Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions.

c) Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. through 50%equity participation.

Sun Links is carrying on business in providing consulting services in commercial transactions.

Note: Salient features of Financial Statements of Joint Ventures forms part of the Annual Report (Financial information is based on Unaudited Results).

11. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits during the year.

12. DIRECTORS:

Mr. Brijinder Bhushan Deora (DIN: 00004942), Chairman & Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Mr. Brijinder Bhushan Deora is also a member of the Stakeholders Relationship Committee and Remuneration Committee and Chairman of Investment Committee.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal (DIN: 02608317) is being re-appointed as Managing Director of the Company for a further period from May 01,2015 to April 30,2016. The requisite resolution is being included in the notice of Annual General Meeting for approval oft he shareholders of the Company.

Mr. Rajiv Jaiswal is also a member of the Risk Management Committee.

Pursuant to Clause 49 of the Listing Agreement and subject to approval of shareholders of the Company, Ms. Alka Jain (DIN: 03180218) was appointed as an Additional Independent Director in the Board Meeting of the Company held on March 17,2015 to hold such office upto the ensuing Annual General Meeting of the Company. The requisite resolution is being included in the notice of Annual General Meeting for approval of the shareholders of the Company.

Ms. Alka Jain is also appointed as a member of the Audit Committee and Investment Committee.

M r. Ambarish Chatterjee (DIN: 00653680), an Independent Director of the Company resigned from the Board of the Company with effect from March 17,2015 due to other professional commitments.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

12.1 Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment Committee.

12.2 Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six (6) Board Meetings and six (6) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

12.3 Separate Meetings Of Independent Directors:

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting on March 17, 2015 for the financial year 2014-15. The said meeting was not attended by the Non-Independent Directors of your Company.

13. COMMITTEES:

13.1 Re-constitution of Committees:

The various Committees constituted amongst the members of the Board were re-constituted on March 17, 2015. The present composition of the various committees is as under:

S No.Name of the Committee Chairman

1. Audit Committee M r. Sandeep Chandra

2 Stakeholders Relationship M r. Suresh Chander Kapur Committee

3 Nomination and M r. Suresh Chander Kapur Remuneration Committee

4. Investment Committee M r. Brijinder Bhushan Deora



S No.Name of the Committee Members

1. Audit Committee M r. Sajeve Deora Ms. Alka Jain

2 Stakeholders Relationship M r. Brijinder Bhushan Deora Committee M r. Sandeep Chandra

3 Nomination and M r. Brijinder Bhushan Deora Remuneration Committee Mr. Sandeep Chandra

4. Investment Committee M r. Sandeep Chandra Ms. Alka Jain

The policy of Nomination and Remuneration Committee forms a part of the Board's Report "Annexure A"

13.2 Constitution of Risk Management Committee:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Board of Directors has constituted a Risk Management Committee. The details of the Committee in terms of reference are set out in the Corporate Governance Report. This framework seeks to create transparency and minimize adverse impact on the business objectives of your Company. The Risk Management Committee com prises the following persons:

Name of Member Designation

Mr. Brijinder Bhushan Deora Chairman

Mr. Rajiv Jaiswal Member

Mr. Sandeep Chandra Member

14. KEY MANAGERIAL PERSON(KMPS):

Pursuant to section 203 of the Companies Act, 2013, appointment of Key Managerial Personnel (KMPs) is a mandatory requirement which is to be complied by every company belonging to such class or classes of the companies as may be prescribed in the section along with every listed companies as per the Companies Act, 2013. Following are the whole-time key managerial personnel of your Company, who hold such offices as are mentioned against their respective names:

1) Managing Director (M D)-Mr. Rajiv Jaiswal

2) Chief Financial Officer (CFO)- Mr. Ravi Mathur

3) Company Secretary (CS)- Ms. Shivani Arora

15. DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is here by confirmed that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

(iii) The Directors 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

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

16. RELATED PARTY TRANSACTIONS:

During the year under review, Mr. Pulkit Deora son of Mr. Sajeve Deora, Promoter Director of the Company, had been appointed as a Senior Manager. M r. Pulkit Deora did not draw any remuneration during the year under report.

All related party transactions that were entered into during the financial year were in the ordinary course of business. There are no materially significant related party transactions which were transacted by the Company with any of Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company.

17. VIGILMECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

18. AUDITORS:

18.1 Statutory Auditors:

The Company's Auditors, Messrs KR & Co., Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting of the Company and have confirmed that they are eligible for re-appointment to the said office. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

18.2 Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Sukhbir Sngh Bhatia, Cost Accountant, as Internal Auditor of the Company. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems of the Company, its compliance with accounting procedures and policies of the Company and its subsidiaries. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthen controls. Significant audit observations and corrective actions thereon are discussed to the Audit Committee of the Board.

18.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Gunjan Sngh (Certificate of Practice No: 13960), Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as "Annexure B".

19. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement, forms part of this Annual Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

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

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earning sand Outgo: Rs., Lacs

Foreign Exchange Earned 16.41

Foreign Exchange Used 1.23

22. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in form MGT9 is attached as "Annexure C".

23. PARTICULARS OF EMPLOYEES:

There is no employee who was employed throughout the year or for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013 read together with the Companies (Particular of Employees) Rules1975.

24. ACKNOWLEDGEMENT:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place: New Delhi Date: 10/04/2015 Brijinder Bhushan Deora (Chairman & Director) DIN: 00004942

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Mar 31, 2014

Dear Members,

It gives us immense pleasure to present the Twenty First (21st) Annual Report and the audited accounts of your Company for the year ended March 31,2014.

Financial Results

The financial performance of your Company for the year ended March 31,2014 is summarized below:

Rs., Lacs

Standalone

2013-14 2012-13

Income from Operation 142.50 103.52

Other Income 11.56 3.15

Expenditure before depreciation 98.9 71.61

Depreciation 3.24 2.68

Net Profit 51.91 32.37

Prior year adjustment (0.57) (0.090)

Profit before tax 51.27 32.28

Provision for taxation (16.01) 11.49

Profit after tax 67.29 20.78



Consolidated

2013-14 2012-13

Income from Operation 184.50 148.68

Other Income 20.77 5.13

Expenditure before depreciation 119.67 94.57

Depreciation 7.51 6.68

Net Profit 78.09 52.56

Prior year adjustment (00.64) (10.08)

Profit before tax 77.45 52.46

Provision for taxation (10.66) 15.56

Profit after tax 88.11 36.91

Results of Operations

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 142.50 Lacs against Rs. 103.52 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

Dividend

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

Management's Discussion and Analysis Report

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

Subsidiary Companies

100% Subsidiary Company - RAAS e Solutions Private Limited

RAAS e Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an outsourced basis, to clients within and outside India.

RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS. 100% Subsidiary Company - Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets.

Joint Ventures

KW Publishers Private Limited

KW Publishers Private Limited is a joint venture wherein the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Politics.

Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. through 50% equity participation.

Sun Links has commenced business in providing consulting services in commercial transactions.

Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%.

Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions. Information as per requirements of Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs has granted general exemption under the provisions of section 212(8) of the Companies Act, 1956, from attaching the audited accounts and other information of subsidiary companies, with the annual report of the holding company, subject to fulfillment of stipulated conditions.

Your Company is also publishing its consolidated audited accounts prepared in strict compliance with the applicable accounting standards.

Your Company undertakes that it will make available, on request, the audited annual accounts of the subsidiary companies and the related detailed information to its shareholders and the shareholders of such subsidiary companies. The annual accounts of subsidiary companies are open for inspection by the shareholders of the Company at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year.

Directors

Mr. Sajeve Deora, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal is being re-appointed as Managing Director of the Company for a further period from April 11,2014 to April 30, 2015. The requisite resolution is being included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

In terms of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Ambarish Chatterjee, Mr. Sandeep Chandra and Mr. Suresh Chander Kapur are proposed to appoint as an Independent Directors of the Company for two (2) consecutive years for a term upto the conclusion of 23rd Annual General Meeting.

The Company has also received declaration from Mr. Ambarish Chatterjee, Mr. Sandeep Chandra and Mr. Suresh Chandra Kapur, confirming that they meet the criteria of the Independence as subscribed both under Section 149 (6) of the Act and under Clause 49 of the Listing Agreement. The requisite resolution is being included in the notice of Annual General Meeting for approval of the Shareholder of the Company.

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:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Particulars of Employees

There is no employee who was employed throughout the year or for part of the year whose particulars are required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read together with the companies (Particular of Employees) Rules 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo:

Rs. Lacs

Foreign Exchange Earned 4.99

Foreign Exchange Used 7.09

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of this Annual Report.

Acknowledgement

The Directors avail this opportunity to express their appreciation for the confidence reposed in them, by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/-

Place: New Delhi Brijinder Bhushan Deora Date: April 11,2014 (Chairman & Director) DIN : 00004942

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Mar 31, 2013

Dear Members,

It gives us immense pleasure to present the 20th Annual Report and the audited accounts of your Company for the year ended March 31,2013.

Financial Results

The financial performance of your Company for the year ended March 31,2013 is summarized below:

Rs., Lacs

Standalone

2012-13 2011-12

Income from Operation 103.52 66.34

Other Income 3.15 32.71

Expenditure before depreciation 71.61 67.60

Depreciation 2.68 02.13

Net Profit 32.37 29.32

Prior year adjustment (00.09) (00.28)

Profit before tax 32.28 29.04

Provision for taxation 11.49 09.73

Profit after tax 20.79 19.32

Consolidated

2012-13 2011-12

Income from Operation 148.68 108.31

Other Income 5.13 33.32

Expenditure before depreciation 94.57 91.86

Depreciation 6.68 10.72

Net Profit 52.56 39.05

Prior year adjustment (10.08) (00.28)

Profit before tax 52.46 38.77

Provision for taxation 15.56 13.07

Profit after tax 36.90 25.70



Results of Operations

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 103.52 Lacs against Rs. 66.34 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

Dividend

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

Management's Discussion and Analysis Report

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

Subsidiary Companies

100% Subsidiary Company - RAAS e Solutions Private Limited

RAAS e Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an outsourced basis, to clients within and outside India.

RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS.

100% Subsidiary Company - Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets.

Joint Ventures

KW Publishers Private Limited

KW Publishers Private Limited is a joint venture in which the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Affairs.

Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. with 50% equity participation.

Sun Links provides consulting services in commercial transactions and investments.

Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%.

Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions and investments.

Information as per requirements of Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs has granted general exemption under the provisions of section 212(8) of the Companies Act, 1956, from attaching the audited accounts and other information of subsidiary companies, with the annual report of the holding company, subject to fulfillment of stipulated conditions.

Your Company is also publishing its consolidated audited accounts prepared in strict compliance with the applicable accounting standards.

Your Company undertakes that it will make available, on request, the audited annual accounts of the subsidiary companies and the related detailed information to its shareholders and the shareholders of such subsidiary companies. The annual accounts of subsidiary companies are open for inspection by the shareholders of the Company at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year.

Directors

In pursuance of the provisions of Section 256 of the Companies Act, 1956 and Article 104 of the Articles of Association of the Company, Mr. B. B. Deora and Mr. Ambarish Chatterjee retire by rotation and being eligible, offers themselves for reappointment.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal has been re-appointed as Managing Director of the Company for a further period of one year w.e.f. April 12, 2013. The requisite resolution has been included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

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:

(I) In the preparation of annual accounts, the applicable accounting standards have been followed and there are nomaterial departures from the same;

(ii) 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 as at March 31,2013 and of the profit of the Company for the year ended on that date;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Auditors and Auditors' Report

M/s. B. Bhushan & Co, Chartered Accountants, the retiring Auditors hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate in terms of provisions of Section 224 (1B) from them confirming their eligibility for the proposed re-appointment.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not require any further comments.

Particulars of Employees

There is no employee who was employed throughout the year or for part of the year whose particulars are required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read together with the companies (Particular of Employees) Rules 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo: Rs., Lacs

Foreign Exchange Earned 0.00

Foreign Exchange Used 3.70

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of this Annual Report.

Acknowledgement

The Directors avail this opportunity to express their appreciation for the confidence reposed in them, by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Place: New Delhi B. B. Deora Date: April 12, 2013 Chairman