Directors Report of KBS India Ltd.

Mar 31, 2015

The Directors have pleasure in presenting herewith 29th Annual Report together with the Financial Statement of the Company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

(Amount in Rs.)

Particulars 2014-15 2013-14

Income from operation and other Income 2,31,52,091 2,70,33,116

Profit before Depreciation & Amortization Expenses, Finance Cost and Tax 29,88,689 19,00,428

Less: Depreciation 11,23,475 4,03,433

Finance Cost 10,77,927 9,41,500

Profit (Loss) before Tax 7,87,287 5,55,495

Less: Current tax 7,86,859 2,09,487

Deferred Tax (2,76,378) -

Profit/(Loss) After Tax 2,76,806 3,46,008

Add: Balance brought forward from previous year 3,89,77,856 3,86,31,848

Balance carried to Balance Sheet 3,92,54,662 3,89,77,856

OPERATIONS:

During the year under review, the Company could achieve income of Rs. 231.52 Lacs during the year as compared to Rs. 270.33 Lacs during the previous year. The Profit before tax was Rs. 7.87 Lacs during the year as compared to Profit before tax of Rs. 5.55 Lacs in the previous year. Net profit after tax of the Company is Rs. 2.76 Lacs during the year as compared to Profit of Rs 3.46 Lacs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements, your Directors do not recommend any payment of dividend for the year ended 31st March, 2015.

SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company as on 31st March, 2015 is Rs. 90,211,880/- (Rupees Nine Crores Two Lakhs Eleven Thousand Eight Hundred Eighty only) divided into 85,21,188 Equity shares of Rs. 10/- (Rupee Ten) each and 50,000 0% Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Ketan Babulal Shah, Non-Executive Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his re-appointment.

Further, the Board of Directors of the Company appointed Mrs. Sanjeevlata Samdani as an Additional (Independent) Director of the Company for a period of five years w.e.f. 31st March, 2015 up to 30th March, 2020 subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director of the Company.

Further the Board of Directors appointed Mr. Tushar Shah as Managing Director of the Company for a further period of five years w.e.f 1st July, 2015 till 30th June, 2020, subject to approval of Members at the ensuing Annual General Meeting.

Your Board recommends the above appointment /re-appointment.

Mr. Nilesh Dharia, Independent Director resigned from the directorship of the Company w.e.f. 31st March, 2015. The Board expresses its appreciation to Mr. Nilesh Dharia for his valuable guidance as Director of the Company.

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 sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

As stipulated under Clause 49 of the Listing Agreement, brief resume of the Directors proposed to be appointed/re- appointed are given in the Notice convening 29th Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Chandrakant Lodaya was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 31st March, 2015.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategies apart from other business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met five times during the year the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

As on 31st March, 2015, the Audit Committee comprised of Mrs. Sanjeevlata Samdani, Mr. Vinod Bapna, Independent Directors and Mr. Tushar Shah Managing Director of the Company.

Mrs. Sanjeevlata Samdani is the Chairman of Audit Committee of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has a wholly owned subsidiary company named "KBS Capital Management (Singapore) Pte. Ltd.", Singapore which is engaged in the consultancy services. The Company does not have any Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement of subsidiary in Form AOC 1 is annexed as Annexure II.

EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:

The Company has taken approval from the Registrar of Companies, Maharashtra, Mumbai, vide letter dated 22nd September, 2015 and has extended the period of holding the Annual General Meeting of the Company for the financial year ended 31st March, 2015 by three months i.e. up to a period of 31st December, 2015 for availing the time for preparation of the Financial Statements of the Company.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE). The Company is in process of payment of listing fees to the said stock exchanges for the financial year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state 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 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 on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and determination of salary of the Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 :

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of;

i. Attendance of the directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such director in the company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent directors, performance of the Board as a whole and performance of the Chairman.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.

WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

INTERNAL AUDIT:

The Company has appointed M/s. R. R. Shah & Co., Chartered Accountants, Mumbai, as its Internal Auditors.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai is appended as Annexure – III and forms part of this report.

SECRETARIAL AUDITOR'S REPORT :

In respect of the Secretarial Auditors' remarks in their report, the Company would like to state as under: A. In respect of Compliance under the Companies Act, 2013 and the as rules made there under.

a. In respect of resolutions passed by the board of directors in exercise of their powers under section 179 of the Act in the meeting held on 31st March, 2015 for the appointments of Chief Financial Officer, Internal Auditor and Secretarial Auditor, the company is yet to file MGT-14; the said form is to be filed within 30 days with normal fee or within a further period of 270 days with additional fee, and accordingly the company can file this form on or before 25th January, 2016 with requisite additional fee;

The Company is in process of filing the same.

b. The company did not provide to its members the facility of voting through electronic means (e-voting) in respect of resolutions to be passed at the Annual General Meeting held on 30th December 2014; further in respect of the resolutions moved at the said Annual General Meeting the assent of the members present was ascertained through show of hands;

The above non compliance was unintentional and due to oversight.

c. the company does not have a Company Secretary as required under section 203 of the Act; further the appointment of Chief Financial Officer was made only on 31.03.2015;

The Company is in process of appointing Whole – Time Company Secretary.

d. the appointment of Internal Auditors has been made only on 31.03.2015;

The Company was in the process of recruiting and appointing suitable Internal Auditor to meet the requirements and on completion of the appropriate process, the Internal Auditor was appointed in the month of March, 2015.

e. the company has extended loan to a wholly-owned subsidiary on which the interest payable is lower than the stipulated rate under section 186(7) and also there are no stipulation as to its repayment;

Due to oversight the interest rate was lower and the Company has subsequently taken steps to rectify the same together with finalization of other related terms of repayment.

f. the company has not properly updated its website with the mandatory disclosures; The Company is in process of updating of the same.

B. In respect of Compliances following under Listing Agreement, the Company:

g. has made payment of annual Listing Fee for the year 2014-15 only on 30.09.2015; Due to unforeseen financial crunch, payment could not be made on time.

h. has not informed the stock exchange of the appointment of Chief Financial Officer;

The above non-compliance was missed out inadvertently. i. has not paid annual charges for the year 2014-15 to the Depositories;

The Company is in process of making payment of the same.

j. has not given prior intimation of the meeting of board of directors convened on 14.11.2014 for the approval of consolidated financials for the year ended 31.03.2014 and also did not publish the same in the newspapers as required under clause 41;

The above non compliance was unintentional and due to oversight.

k. has not submitted the annual consolidated financial results for the year ended 31.03.2014 which was to be submitted latest by 30th May, 2014 and the same have not been published in the newspapers;

The above non compliance was unintentional and due to oversight.

l. the details of inter corporate loans have not been disclosed in the company's annual report for the year ended 31st March, 2014 as required under clause 32;

The above non compliance was unintentional and due to oversight.

m. has not uploaded the mandatory details/disclosures in the website.

The Company is in process of updating of the same.

INTERNAL FINANCIAL CONTROL:

The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report;

- Report on Corporate Governance;

- Auditors' Certificate regarding compliance of conditions of Corporate Governance.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS:

M/s. Gopal Rao & Associates., Chartered Accountants, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of M/s. Gopal Rao & Associates., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

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

As the Company is not engaged in any manufacturing activity, the question of conservation of energy and technology absorption does not arise. However, your Company took many initiatives to reduce the electricity consumption.

Foreign Exchange Inflow / Outgo: (Amount in Rs.)

Particulars 2014-15 2013-14

Foreign Exchange earned Rs. 43,13,014 Rs. 41,41,431

Foreign Exchange used NIL NIL

ACKNOWLEDGEMENT:

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Director

Place: Mumbai Tushar Shah

Date: 27th November 2015 Chairman & Managing Director

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Mar 31, 2014

The Members of

KBS India Limited

The Directors have pleasure in presenting herewith 28th Annual Reports together with the Financial Statement of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

(Amount in Rs.) Particulars 2013-2014 2012-2013

Income from operation and other Income 2,70,33,116 1,72,07,070

Profit before Depreciation & Amortization Expenses, 2,51,32,688 26,27,499

Finance Cost and Tax

Less: Depreciation 4,03,433 4,50,519

Finance Cost 9,41,500 7,23,742

Profit (Loss) before Tax 5,55,495 14,53,238

Less: Current tax 2,09,487 4,13,139

Deferred Tax - -

Profit/(Loss) After Tax 3,46,008 10,40,099

Add: Balance brought forward from previous year 3,86,31,848 3,75,91,749

Balance carried to Balance Sheet 3,89,77,856 3,86,31,848

OPERATIONS:

During the year under review, the Company could achieve a turnover of Rs. 270.33 Lacs during the year as compared to Rs. 172.07 Lacs during the previous year. The Profit before tax was Rs. 5.55 Lacs during the year as compared to Profit before tax of Rs. 14.53 Lacs in the previous year. Net profit after tax of the Company is Rs. 3.46 Lacs during the year as compared to Profit of Rs 10.40 Lacs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements, your Directors do not recommend any payment of dividend for the year ended 31st March, 2014.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Tushar Shah, Chairman & Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his re-appointment.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Nilesh Dharia and Mr. Vinod Kumar Bafna as Independent Directors of the Company to hold office as such upto 31st March, 2019 who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange. Your Board recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013

Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement entered into with BSE Limited are given in the notice convening the 28th Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2014 and the profit of the Company for that period;

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

(iv) they have prepared the annual accounts on a "Going Concern" basis.

AUDITORS:

M/s. Gopal Rao & Associates, Chartered Accountants, Mumbai (having FRN: 127055W), the Statutory Auditors of your Company hold such office upto the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s Gopal Rao & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2014- 15.

PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the following have been made a part of the Annual Report and are attached to this report.

- Corporate Governance Report.

- Certificate of Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

- Management Discussion and Analysis Report.

SUBSIDIARY COMPANY:

The Company has a wholly owned subsidiary company named "KBS Capital Management (Singapore) Pte. Ltd.", Singapore which is engaged in the consultancy services.

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheets of subsidiary companies with the holding company''s Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing consolidated financial statements in the Annual Report, hence the Balance Sheet of subsidiary Company is not attached with the Company''s Balance Sheet. A statement containing brief financial details of the Company''s subsidiary for the year ended 31st March, 2014 is given in Annexure attached to this Report.

Further, the Annual Accounts of the above referred subsidiary company shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and during the Annual General Meeting. The Consolidated Financial Statements presented by the Company include Financial Results of its subsidiary company are prepared in strict compliance with applicable Accounting Standards.

EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:

The Company has taken approval from the Registrar of Companies, Maharashtra, Mumbai, vide its order dated 29th September, 2014 for holding the 28th Annual General Meeting of the Company for the financial year ended 31st March, 2014 by three months i.e. up to 30th December, 2014 for preparing Consolidated Financial Statements of the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, your directors have nothing to report in this regard.

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

The Company has constituted an internal Complaint Committee under Section 4 of the Sexual Harassment of Women Act Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was filed before the said Committee.

PARTICULARS OF CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE

In view of the nature of business activities of the Company, your directors have nothing to report regarding particulars with respect to Conservation of Energy pursuant to the provisions 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; however, the Company makes its best efforts for Conservation of Energy.

The Company has not carried out any specific Research and Development activities. The information related to Technology Absorption, Adoption and Innovation is reported to be Nil.

During the year under review the Company had no transactions involving Foreign Exchange; hence Foreign Exchange Earnings and Outgo are reported to be Nil.

ACKNOWLEDGEMENT

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Director

Place: Mumbai Tushar Shah Date: 14.11.2014 Chairman & Managing Director

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Mar 31, 2013

To, The Members of KBS India Limited

The Directors have pleasure in presenting herewith 27th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

(Amount in Rs.) Particulars 2012-2013 2011-2012

Income from operation and other Income 1,72,07,070 1,89,19,093

Profit before Depreciation & Amortization Expenses, Finance Cost and Tax 26,27,499 24,54,540

Less: Depreciation 4,50,519 5,15,288

Finance Cost 7,23,742 1,02,846

Profit (Loss) before Tax 14,53,238 18,36,406

Less: Current tax 4,13,139 2,75,460

Deferred Tax

Profit/(Loss) After Tax 10,40,099 15,60,946

Add: Balance brought forward from previous year 3,75,91,749 3,60,30,803

Balance carried to Balance Sheet 3,86,31,848 3,75,91,749

OPERATIONS:

During the year under review, the Company could achieved a turnover of Rs. 172.07 Lacs during the year as compared to Rs. 189.19 Lacs during the previous year. The Profit before tax was Rs. 14.53 Lacs during the year as compared to Profit before tax of Rs. 18.36 Lacs in the previous year. Net profit after tax of the Company is Rs. 10.40 Lacs during the year as compared to Profit of Rs. 15.61 Lacs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements, your Directors do not recommend any payment of dividend for the year ended 31st March, 2013.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kumar Bapna is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his re-appointment.

Brief resume of the Director proposed to be re-appointed as stipulated under Clause 49 of the Listing Agreement entered into with BSE Limited are given in the notice convening the 27th Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In Compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March, 2013 and the Profit of the Company for that period;

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

(iv) they have prepared the Annual Aaccounts on a ''Going Concern" basis.

AUDITORS:

M/s. Gopal Rao & Associates, Chartered Accountants, Mumbai (having FRN: 127055W), the Statutory Auditors of your Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s. Gopal Rao & Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

AUDITORS'' REMARK:

The remarks in the Auditors'' Report are self-explanatory.

PUBLIC DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the following have been made a part of the Annual Report and are attached to this report.

- Corporate Governance Report

- Certificate of Practicing Company Secretary regarding compliance of conditions of Corporate Governance

- Management Discussion and Analysis Report

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS :

The Company has a wholly owned subsidiary Company named ''KBS Capital Management (Singapore) Pte. Ltd.", Singapore which is engaged in the consultancy services.

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 have granted general exemption from attaching the Balance Sheets of subsidiary companies with the holding Company''s Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report, hence the Balance Sheet of subsidiary Company is not attached with the Company''s Balance Sheet. A statement containing brief financial details of the Company''s subsidiary for the year ended 31st March, 2013 is given in Annexure attached to this Report.

Further, the Annual Accounts of the above referred subsidiary Company shall be made available to the shareholders of the Company and of the subsidiary Company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary Company during the office hours on all working days and during the Annual General Meeting.

PERSONNEL:

During the year under review, no employee was in receipt of remuneration exceeding the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, your directors have nothing to report in this regard.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE:

Considering the nature of business activities of the Company, your directors have nothing to report regarding particulars with respect to Conservation of Energy pursuant to the provisions 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; however, the Company makes its best efforts for Conservation of Energy.

The Company has not carried out any specific Research and Development activities.The information related to Technology Absorption, Adoption and Innovation is reported to be Nil.

During the year under review the Company had no transactions involving Foreign Exchange; hence Foreign Exchange Earnings and Outgo are reported to be Nil.

ACKNOWLEDGMENTS:

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Directors Place : Mumbai Tushar Shah

Date : 2nd September, 2013 Chairman & Managing Director

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Mar 31, 2011

To The Members of KBS India Limited

The Directors have pleasure in presenting herewith 25th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below: (Amount in Rs.)

Particulars 2010-2011 2009-2010

Income from operation and other Income 1,35,69,647 82,68,627

Less: Expenses excluding Depreciation 1,16,97,884 49,17,588

Profit (Loss) before Depreciation & Tax 18,71,763 33,51,039

Less: Depreciation 5,89,756 6,65,203

Profit (Loss) before Tax 12,82,007 26,85,836

Less: Current tax 1,76,472 2,15,345

Deferred Tax

Profit/(Loss)After Tax 11,05,535 24,70,491

Add: Balance brought forward from Previous Year 3,28,12,797 3,03,42,306

Balance carried to Balance Sheet 3,39,18,331 3,28,12,797

OPERATIONS:

Your Directors are pleased to inform you that the Company has achieved a turnover of Rs.135.69 Lacs during the year as compared to Rs.82.68 Lacs during the previous year. The Profit before tax achieved to Rs. 12.82 Lacs during the year as compared to Profit before tax of Rs. 26.85 Lacs in the previous year. After considering the provision for taxation of Rs.1.76 Lacs, your Company has achieved a net profit of Rs.11.05 Lacs during the year as compared to Profit of Rs.24.70 Lacs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirement, your Directors do not recommend any payment of dividend for the year ended 31st March 2011.

DIRECTORS:

In accordance with the provisions of Articles of Association of the Company, Mr. Ketan Shah and Mr. Ghanshyam Karkera, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment and your Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

In Compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March 2011 and the Profit of the Company for that period;

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

(iv) They have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Gopal Rao & Associates, Chartered Accountants Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting to the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public under provisions of Section 58Aof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 during the year under review.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the annual report and are attached to this report.

- Corporate Governance Report.

- Certificate of Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

- Management Discussion and Analysis.

CHANGE IN SHARE CAPITAL OF THE COMPANY:

During the financial year, the paid up capital of the Company was increased as follows:

1. The Company issued and allotted 18,00,000 Warrants on 31st December, 2009 convertible into even number of Equity shares at an issue price of Rs.25.16 (including premium of Rs.15.16) on preferential basis. The Preferential Allotment was made in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. On 29th October, 2010, the Company allotted 18,00,000 Equity shares of Rs.10/- each upon conversion of warrants issued on preferential basis.

2. Issued 25,00,000 Equity shares of Rs.10/- each underlying 12,50,000 Global Depository Receipts (GDRs) at an offer price of US$ 1.95 per GDR equivalent to Rs.44.35 per share (including premium of Rs.34.35 per share). Each GDR represents two underlying equity shares of Rs.10/- each.

Based on the above changes, the issued, subscribed & paid up Capital of the Company has increased to Rs.90,211,880/- divided into 9,021,188 Equity shares of Rs.10/-each.

EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:

The Company has taken the approval from the Registrar of Companies, Maharashtra, Mumbai, vide letter dated 15th September, 2011 and has extended the period of holding the Annual General Meeting of the Company for the financial year ended 31st March 2011 by three months i.e. up to a period of 26th December 2011 for availing the time for preparation of the Consolidated Financial Statements of the Company.

SUBSIDIARY COMPANY:

The Company has incorporated a wholly owned subsidiary company named "KBS Capital Management (Singapore) Pvt. Ltd.," Singapore on 4th April, 2010. The company which is engaged in the business of consultancy services.

CONSOLIDATED FINANCIAL STATEMENT OF SUBSIDIARY COMPANY:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary company with holding company's Balance Sheet, if the holding company presents in its Annual Report the Consolidated Financial Statements duly audited by its Statutory Auditors. Accordingly, the Company is publishing consolidated financial statements in the Annual Report and the Company is not attaching the Balance Sheet of the subsidiary company. Further, as required under the said circular, a statement of financial information of the subsidiary company "KBS Capital Management (Singapore) Pvt. Ltd." is given in Annexure attached to this report. The Annual Accounts of the subsidiary company will be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company during the Office hours on all working days.

CHANGE OF NAME:

The name of the Company has been changed from KBS Capital Management Limited to KBS India Limited vide a Special Resolution passed by the members of the Company in the Extra-Ordinary General Meeting held on 24th December 2010. The Fresh Certificate of Incorporation consequent upon change in the name of the Company is issued by the Registrar of Companies, Maharashtra, Mumbai on 11th January 2011.

PERSONNEL:

The employer employee relation remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organisation.

The information related to employee in accordance with the provision of Section 217 (2A) of the Companies Act, 1956 is reported to be nil.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE

Considering the nature of business activities of the Company, your directors have nothing to report regarding particulars with respect to conservation of energy pursuant to the provisions 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; however, the Company makes its best efforts for conservation of energy.

The Company has not carried out any specific research and development activities. The information related to Technology absorption, adoption and innovation is reported to be Nil.

During the year under review the Company had no transactions involving foreign exchange; hence foreign exchange earnings and outgo are reported to be Nil.

ACKNOWLEDGEMENTS

Your Directors' express their gratitude for assistance and co-operation received from the Financial Institutions. Banks, Government Authorities,- Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Director

Tushar Shah

Chairman & Managing Director

Place: Mumbai

Date : 1st November, 2011

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Mar 31, 2010

The Directors have pleasure in presenting herewith 24th Annual Reports together with the Audited Accounts of the Company forthe financial year ended 31 st March 2010.

FINANCIAL HIGHLIGHTS

The financial figures for the year under review are given below: (Amount in Rs.)

Particulars 2009-2010 2008-2009

Income from operation and other Income 82,68,627 77,75,774

Profit (Loss) before Depreciation & Tax 33,51,039 (1,93,704)

Less: Depreciation 6,65,203 7,60,901

Profit (Loss) before Tax 26,85,836 (9,54,605)

Less: Current tax 2,15,345 1,31,591

Deferred Tax

Fringe Benefits Tax - 76,196

Profit/(Loss) After Tax 24,70,491 (11,62,392)

Add: Balance brought fotward from Previous Year 3,03,42,306 3,15,04,698

Balance carried to Balance Sheet 3,28,12,797 3,03,42,306



OPERATIONS

Your directors are pleased to inform you that the Company has earned a income of Rs. 82.68 Lacs during the year as compared to Rs.77.75 Lacs during the previous year. The Profit before tax has been to Rs. 26.85 Lacs during the year as compared to loss before tax of Rs. 9.54 Lacs in the previous year. After considering the provision for taxation of Rs. 2.15 Lacs, your Company has achieved a net profit of Rs. 24.70 Lacs during the year as compared to loss of Rs. 11.63 Lacs in the previous year.

DIVIDEND

To conserve resources, your Directors do not recommend any payment of dividend forthe year ended 31st March 2010.

ISSUE OF GLOBAL DEPOSITORY RECEIPTS (GDRs)

The Company has issued and allotted 1250000 Global Depository Receipts (GDRs) underlying 2500000 equity shares of Rs.10/- each on 19th May 2010. Each GDR represents two underlying equity shares of Rs. 10/- each and issued at an offer price of US$ 1.95 per GDR equivalent to Rs. 44.35 per share (including premium of Rs. 34.35 per share). The said GDRs are listed on Luxembourg Stock Exchange, Luxembourg.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public hence provisions of Section 58Aof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

DIRECTORS

In accordance with Articles of Association of the Company, Mr. Nilesh Dharia and Mr. Vinod Kumar Bapna, Directors of the Company retire by rotation and being eligible offers themselves for re-appointment.

Mr. Tushar Shah was re-appointed as Managing Directorof the Companyfora period of 5yearwe.f. 1s,July 2010.

AUDITORS

M/s Gopal Rao & Associates, Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letterfrom them to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1 B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting to the next Annual General Meeting of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

In Compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st,March 2010 and the profit of the Companyforthat period;

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

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to the requirements of Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the annual report and are attached to this report.

- Corporate Governance Report.

- Certificate of Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

- Management Discussion and Analysis.

AUDITORSREPORT

In respect of remark made by the Auditors in their report that the Company has not paid the necessary fees/stamp duty to the Registrar of Companies to the extent of the increase in Authorized Share Capital of the Company from Rs. 7 Crore to Rs. 14 Crore, your Directors would like to state that the Company is in process of filing necessary e-Form 5 with the Registrar of Companies and making paymentof additional fees and stampdutyasapplicable.

PERSONNEL

The employer- employee relation remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organization.

The information related to employee in accordance with the provision of Section 217 (2A) of the Companies Act, 1956 is reported to be Nil.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE

Considering the nature of business activities of the Company, your directors have nothing to report regarding particulars with respect to conservation of energy pursuant to the provisions 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; however, the Company makes its best efforts for conservation of energy.

The Company has not carried out any specific research and development activities. The information related to Technology absorption, adoption and innovation is reported to be Nil.

During the year under review, the Company had no transactions involving foreign exchange, hence foreign exchange earnings and outgo are reported to be Nil.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

ACKNOWLEDGEMENTS

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai TusharShah

Date : 29.05.2010 Chairman & Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting herewith 23rd Annual Reports together with the Audited Accounts of the Company for the financial year ended 31st March 2009.

FINANCIAL HIGHLIGHTS:

The financial figures forthe year under review are given below: (Amount in Rs.)

Particulars 2008-2009 2007-2008

Income from operation and other Income 77,75,774 3,90,81,920

Profit (Loss) before Depreciation & Tax (1,93,704) 2,11,58,835

Less: Depreciation 7,60,901 8,61,061

Profit (Loss) before Tax (9,54,605) 2,02,97,774

Less: Current tax 1,31,591 33,47,000

Deferred Tax -- --

Fringe Benefits Tax 76,196 45,321

Profit/(Loss) After Tax (11,62,392) 1,69,05,453

Add: Balance brought forward from Previous Year 3,15,04,698 1,45,99,245

Balance carried to Balance Sheet 3,03,42,306 3,15,04,698

OPERATIONS:

Due to worldwide economic recession and thin trading volumes on the stock exchanges, your Company could have a turnover of Rs. 77.76 Lacs during the year as compared to Rs. 390.82 Lacs during the previous year. The Loss before tax has been to Rs. 9.55 Lacs during the year as compared to profits of Rs. 202.98 Lacs in the previous year. After considering the provision for taxation of Rs. 2.08 Lacs, your Company has suffered a net loss of Rs. 11.63 Lacs during the year as compared to profits of Rs. 169.05 Lacs in the previous year.

DIVIDEND:

Due to loss during the year, your Directors do not recommend any payment of dividend for the year ended 31 st March 2009.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public hence provisions of Section 58Aof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

DIRECTORS:

In accordance with Articles of Association of the Company, Mrs. Madhu Shah and Mr. Tushar Shah, directors of the Company retire by rotation and being eligible offers themselves for re-appointment.

AUDITORS:

M/s Gopal Rao & Associates, Chartered Accountants Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, ifmade,wouldbewithinthelimitprescribedunderSection224(1B)oftheCompaniesAct, 1956.

Your Directors recommend their re-appointment as Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting to the next Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In Compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same. (ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March 2009 and the Profit of the Company for that period;

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

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the annual report and are attached to this report.

Corporate Governance Report.

Certificate of Practicing Company Secretary regarding compliance of conditions of Corporate Governance.

Management Discussion and Analysis.

PERSONNEL:

The employer employee relation remained cordial throughout the year. The Board places on record its sincere appreciation for the valuable contribution made by employees across all levels of the organisation.

The information related to employee in accordance with the provision of Section 217 (2A) of the Companies Act, 1956 is reported to be Nil.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION AND FOREIGN EXCHANGE

Considering the nature of business activities of the Company, your directors have nothing to report regarding particulars with respect to conservation of energy pursuant to the provisions 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; however, the Company makes its best efforts for conservation of energy.

The Company has not carried out any specific research and development activities. The information related to Technology absorption, adoption and innovation is reported to be Nil.

During the year under review the Company had no transactions involving foreign exchange, hence foreign exchange earnings and outgo are reported to be Nil.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

ACKNOWLEDGEMENTS

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

For and on behalf of the Board of Director

Place: Mumbai Tushar Shah

Date: 30th June 2009 Chairman