Directors Report of Ken Financial Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2015.

1. Financial Results

The financial results are summarized below: (Amount in Rs,)

Year ended Year ended Particulars 31st March 2015 31st March 2014

A Total Income / (Loss) From Operation 6,74,795 (4,33,989)

B Less: Expenses 9,16,789 7,42,408

C Profit/(Loss) Before Tax (2,41,993) (11,76,398) Less: Provision for Taxation NIL NIL

Provision for Deferred Tax NIL NIL

E Profit/(Loss) after Tax (2,41,993) (11,76,398)

2. Financial Performance

During the year under review, the Company has suffered loss from operation of Rs, 6.75 Lacs in comparison with Rs, 4.34 Lacs during the previous year. The Net Loss after tax was Rs, 2.42 Lacs in comparison with Rs, 11.76 Lacs during the previous year. Your Directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis

Management Discussion & Analysis report is being given under Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges

At Present, the Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE).

6. Dematerialization of Shares

99.39% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balances 0.61% is in physical form. The Company's Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited. having their registered office at No.9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai – 400 011.

7. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts

The Company has not raised any finance by issue of any securities during the year. The Company has adequate financial resources at its disposal for carrying on its business. Details of transactions are given in the Notes to the Financial Statements.

Your Company prepares its financial statements in compliance with the requirements of Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs and profit for the year ended 31st March, 2015.

9. Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

10. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Extract of The Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure A".

12. Statutory Auditors

(a) Comments and notes by auditors in the opinion of the management are self- explanatory and do not require any further comments.

(b) M/s. Motilal & Associates., Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

13. Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as "Annexure B" to this report. The report is self-explanatory and do not call for any further comments.

14. Particulars Regarding Conservation Of Energy, Technology Absorption

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore information required under this clause is not applicable to the Company.

15. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

16. Corporate Social Responsibility (CSR)

The Company does not fall under the prescribed class of companies' u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

17. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

18. Directors and Key Managerial Personnel

(i) Changes in Directors and Key Managerial Personnel:

i. Appointment of Directors retiring by rotation:

Mr. Akash Sukhdev Swami (DIN 06938405), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(ii) Declaration by Independent Directors:

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.

19. Meetings of the Board

The Board of Directors duly met 5 times during the financial year, the details of the same are being given in the Corporate Governance Report.

20. Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is posted on the website of Company.

21. Particulars of Loans, Guarantees or Investments

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

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC 2 is not required. During the year, no material related party transactions were entered into with related parties by the Company. Details of transactions with related parties are given in the Notes to the Financial Statements.

23. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

24. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. Significant and Material Orders Passed by the Regulators or Courts:

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

26. Material changes and commitment:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

27. Audit Committee:

The Audit Committee is comprised of one executive and two Independent Directors. The composition of the Audit Committee is as follows:-

Sr. No. Members

1 Mr. Manoj More

2 Mr. Sumit Gupta

3 Mr. Sunil Saini

All the recommendations made by the Audit Committee were accepted by the Board.

28. Board Evaluation:- The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

29. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the act such as Whistle Blower Policy and Code of Conduct and Ethics, have been incorporated into our policies. A report on a Corporate Governance is appended as annexure to this report.

30. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. Name Designation Remuneration No. FY 2014-15

Mr, Akash Whole Time 2,57,383 1. Swami Director

Mr. Sumit Whole Time 1,87,333 2. Gupta Director

Mr. Mukesh Whole Time 1,17,133 3. Saini Director

Name % increase Ratio/Times from per Median of previous Employee year Remuneration

Mr, Akash N. A. 17 Swami

Mr, Sumit Gupta N. A. 12

Mr, Mukesh N. A. 8 Saini

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

31. Share Capital

A) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year under review.

32. Directors Responsibility Statement:- According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments' and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date.

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) financial statements have been drawn up 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 are operating effectively; and

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

33. Acknowledgment

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office: For and on behalf of the Board

302, 3rd Floor,

Standard House,

83, M. K. Road,

Mumbai - 400 002. Sumit Gupta

Dated: 30th May 2015 DIN: 06938413

Director

---

Mar 31, 2014

The Directors have pleasure in presenting the 20th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particular Year ended 31st Year ended 31st March, 2014 March, 2013

Rupees Rupees

Total Income / (Loss) From Operation (4,33,989) (90,86,222)

Less: Expenses 7,42,408 8,03,303

Profit / (Loss) before Tax (11,76,398) (98,89,525)

Less: Provision for Taxation NIL NIL

Provision for Deferred Tax NIL NIL

Profit / (Loss) after Tax (11,76,398) (98,89,525)

REVIEW OF OPERATIONS

During the year under review your Company has suffered loss from operation of Rs. 4.34/- lakh as compared to Rs. 90.86/- lakh during the previous year. The Net Loss after tax was at Rs. 11.76/- lakh as compared to Rs. 98.90/- lakh during the previous year. Your Directors are hopeful of better performance during the current year.

DIVIDEND

In absence of profits, your directors abstain from declaring any dividend for the year.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and 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 state of affairs of the Company as at March 31, 2014 and of the loss 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.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):

The global economic conditions remained subdued during the previous year. Even in India there were high inflation, higher interest rate and uncertain market. There was volatile movement of prices in the market. However as the election results have been declared and there is a change in the Government at the Centre. The expectations from the NDA Government are very high and there are very positive signals from all directions that the economic conditions will improve to a great extent and at a faster rate under the regime of new Government. The situation is already showing signs of improvement and we are hoping for good investment environment in the country. The company is trying to keep up with the pace of growth of the Indian market.

DEPOSITS

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

DIRECTORS

Mr. Pramod Kumar Sharma (DIN 01735201), Director of the Company, retires by rotation, being eligible, offers himself for reappointment.

Mr. Manoj Kumar More (DIN 00040190), Mr. Sunil Saini (DIN 00673578), Mr. Dinesh Dhokar (DIN 03476436) and Mr. Ronak Salecha (DIN 03625993), Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchange are proposed to be appointed as Independent Directors for five consecutive years for a term from April 01, 2014 up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. In the opinion of the Board, the directors fulfills the conditions specified in the Companies Act, 2013 and rules made there under for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company. Accordingly, the Board recommends their appointment as Independent Directors, for the approval by the shareholders of the Company.

CORPORATE GOVERNANCE

Your Company is committed to global best practices. A report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form a part of the Annual Report.

COMPLIANCE CERTIFICATE

A certificate from the statutory auditor of the company, regarding compliances with Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.. The Company at present not carrying out any manufacturing activities hence disclosures regarding energy conservation etc. are not applicable.

EARNING AND OUTGO IN FOREIGN EXCHANGE

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

PARTICULARS OF EMPLOYEES

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary Company within the meaning of section 4 of the Act. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS

M/s Motilal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co- operation and assistance by the Company's Bankers, Associates, Investors and Employees.

FOR AND ON BEHALF OF THE BOARD

REGISTERED OFFICE:

PLOT NO.97, GR. FLOOR,

SAI DARSHAN, ROAD NO.8,

DAULAT NAGAR, BORIVALI (EAST)

MUMBAI,MAHARASHTRA-400066 Sd/-

Date : 30/05/2014 PRAMOD SHARMA

(DIN 01735201)

DIRECTOR

---

Mar 31, 2012

To, The Members,

The Directors have pleasure in presenting the 18th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Particular Year ended 31st Year ended 31st March, 2012 March, 2011 Rupees Rupees

Total Income / (Loss) From Operation (6,80,691) 99,08,569 Less: Expenses 3,33,509 87,71,303

Profit / (Loss) before Depreciation (10,14,200) 11,37,266

Less: Depreciation 3,25.849 2,74,309

Profit / (Loss) before Tax (13,40,049) 8,62,957

Less: Pro vision for Taxation NIL 3,71,100

Provision for Deferred Tax 59,613 56,478

Profit / (Loss) after Tax (13,99,662) 4,35,379

DIVIDEND:

To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the year.

DEPOSITS:

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act 1956 and the rules made there under.

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Ronak Salecha and Mr. Dinesh Dhokar, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Manish Kumar Goyal and Mr. Shashikant Modi retired as a Director on July 16, 2011 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and 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 state of affairs of the Company as at March 31, 2012 and of the loss 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 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 requires disclosures of particulars regarding conservation of energy in form A and Technology'' Absorption in form B. The Company has not carried out any manufacturing activity, therefore form A and B are not applicable to the Company.

PARTICULARS OF EMPLOYEES:

As there were no employees drawing remuneration more than the limit prescribed under section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

CORPORATE GOVERNANCE:

In terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

AUDITORS:

M/s Motilal & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited). Under the Depository'' system, the International Securities Identification Number (ISIN) allotted to the company''s Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co- operation and assistance by the Company''s Bankers, Associates, Investors and Employees.

CAUTIONARY STATEMENT

The statements in this report including Management''s Discussion and Analysis report reflects Company''s projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date : 03-09-2012

Sd/-

DIRECTOR

---

Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS:

Particular Year ended Year ended 31st March, 2011 31st March, 2010 Rupees Rupees

Total Income From Operation 99,08,569 1,70,80,577

Less: Expenses 87,71,303 1,46,79,712

Profit / (Loss) before Depreciation 11,37,266 24,00,865

Less: Depreciation 2,74,309 2,81,790

Profit / (Loss) before Tax 8,62,957 21,19,075

Less: Provision for Taxation ' 3,71,100 3,25,000

Provision for Deferred Tax 56,478 4,656

Provision for Taxation (Earlier Year) 0 28483

Profit / (Loss) after Tax 4,35,379 17,60,936

DIVIDEND :

To deploy the resources in the more meaningful manner, your directors abstain from declaring any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS: Company's Financial Review

During the year under review, the income from operation of the Company is Rs. 99.09 Lakh as compared to Rs. 170.81 Lakh earned during the previous year and has earned profit after tax of Rs. 4.35 Lakh as compared to 17.61 Lakh earned during the previous year. Due to fluctuating market condition the Company's profit earning declined in comparison to previous year.

Industry Structure and Development

The global economic conditions remained subdued during the previous year. There was volatile movement of prices in the commodity market. However, increased liquidity in the developed economies is impacting sentiments and boosting consumption as well as investment. The situation is improving and we are hoping for good investment environment in the country. The company is trying to keep up with the pace of growth of the Indian market. The company is building various earning platform for the forthcoming year to come out with flying colour.

Resources & Liquidity

Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

Risk, Internal Control System and Adequacy

The company has adequate internal control procedure commensurate with its size and nature of the business. The internal control system is supplemented by extensive internal audits, regular reviews by the management and well documented policies and guidelines to ensure the reliability of financial and all other records to prepare financial statements. The company continuously upgrades these systems in line with best accounting practices. The company is benefited from having a team of professionals as promoter and independent directors, who are capable of exercising various checks and control effectively.

Environment, Health and Safety

Environment, Health and Safety (EHS) is one of the primary values of your company. Your company's EHS policy is to consider compliance to statutory EHS requirements as the minimum performance standard and is committed to go beyond and adopt stricter standards wherever appropriate. Your company also gives priority and attention to the health and safety of its employees and trains all the employees to work as per prescribed procedures designated to meet all EHS requirements.

Human Resource Development

Human Resource is one of the key assets that has been nurtured and encouraged for active participation in company's growth. The company has well defined appraisal system in pace for recognition of talented and deserving employees, whose includes line and staff function personal. The industrial relations remained cordial during the year. The company has never faced any staff unrest or any discomfort in relations with its staff due to the professional approach of the management towards this factor.

DEPOSITS:

The company has not accepted any fixed deposit from the public within the meaning of Section 58A of Companies Act, 1956 and the rules made there under.

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Manoj More and Mr. Sunil Shivkumar Saini, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Sharad Gupta retired as a Director on July 26, 2010 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and 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 state of affairs of the Company as at March 31, 2011 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 adeauate 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 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Section 217(1 )(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

As there were no employees drawing remuneration more than the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 , as amended from time to time, statement under section 217(2A) is not annexed.

CORPORATE GOVERNANCE:

in terms of clause 49 of the Listing Agreement with the Stock Exchanges a report on the corporate Governance is appended as annexure to this report.

AUDITORS:

M/s Motilal 8c Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and being eligible is appointed for the next year.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report.

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited). Under the Depository system, the International Securities Identification Number (ISIN) allotted to the company's Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Company's Bankers, Associates, Investors and Employees.

CAUTIONARY STATEMENT

The statements in this report including Management's Discussion and Analysis report reflects Company's projections estimates, expectations or predictions and contain forward looking statements that involve risks and uncertainty. The Company and the Management shall not be held liable for any loss, which may arise as a result of any action taken on the basis of the information contained herein. Readers are cautioned not to place undue reliance on these forward looking statements that speak only of the expectations as on that date.

FOR AND ON BEHALF OF THE BOARD

Sd/-

DIRECTOR

Place: Mumbai

Date : 31-05-2011

---

Mar 31, 2010

The Directors have pleasure in presenting the SIXTEENTH ANNUAL REPORT and the Audited Statements of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Year ended 31st Year ended 31st Particulars March, 2010 March, 2008 Rupees Rupees

Total Income From Operation 1,70,80,577 1,98,18,329

Less: Expenses 1,46,79,712 1,61,27,530

Profit / (Loss) before Depreciation 24,00,865 36,90,800

Less: Depreciation 2,81,790 2,44,557

Profit / (Loss) before Tax 21,19,075 34,46,243

Less: Provision for Taxation 3,25,000 3,60,000

Provision for Deferred Tax 4,656 14,801

Provision for Fringe Benefit Tax 0 26,000

Provision for Taxation (Earlier Year) 28,483 0

Profit / (Loss) after Tax 17,60,936 30,45,442



REVIEW OF OPERATIONS :

During the year under review, the income from operation of the Company is Rs. 170.80 Lakh as compared to Rs. 198.18 Lakh earned during the previous year and has earned profit after tax of Rs. 17.60 Lakh as compared to 30.45 Lakh earned during the previous year. However the Directors are hopeful of even better performance in the future.

DIVIDEND:

The Board of Directors has recommend dividend Rs. 0.50 per equity share. The dividend will be declared in the ensuing Annual General Meeting based on approval by the shareholders. The total payment on account of dividend (including dividend distribution tax) shall be 17.49 Lakh.

FIXED DEPOSITS:

The Company has so far not invited any deposits from the public.

DIRECTORATE:

In Accordance with Articles of Associations of the Company Mr. Manish Goyal and Mr. Shashikant Modi, Directors of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Kamal Kumar Chaudhary retired as a Director on June 30, 2009 the Board wishes to place on record its appreciation for his valuable contribution during his association with the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

Directors hereby state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to the material departures.

(ii) The Directors had select such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company for that year.

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

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

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption.. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

Your Company continues to receive good support from its employees at all levels and the relations between the Company and the employees continue to be cordial. There being no employees, who were in receipt of remuneration of Rs. One Lakh per month (if employed for the part of the year) or Rs. 12 Lakh per annum (if employed for whole of the year) information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 and forming the part of the Directors report for the period ended 31st March 2010, had not been given.

CORPORATE GOVERNANCE:

The Corporate Governance Report and Certificate from Auditor is given in Annexure-1 and forms part of this report.

AUDITORS:

M/s Motilal & Associate, Chartered Accountants, Mumbai be are hereby appointed as statutory auditors of the company to hold office from the conclusion of this Annual General Meeting up-to the conclusion of next Annual General Meeting of the company in the place of M/s V. P. Agrawal & Company, Chartered Accountants, Mumbai the retiring auditors of the company, who expressed their unwillingness to be reappointed as statutory auditors of the company on their retirement at this Annual General Meeting.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the companys Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Companys Bankers, Associates, Investors and Employees.



FOR AND ON BEHALF OF THE BOARD

Place : Mumbai

Date : 31-05-2010 Sd/-

DIRECTOR

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Mar 31, 2009

The Directors have pleasure in presenting the FIFTEENTH ANNUAL REPORT and the Audited Statements of Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL RESULTS :

Particular Year ended 31st Year ended 31st March, 2009 Rupees March, 2008 Rupees

Total Income From Operation 1,98,18,329 5,09,07,009

Less: Expenses 1,63,72,086 4,75,76,934

Profit / (Loss) before Dep. 36,90,800 33,30,075

Less: Depreciation 2,44,557 2,29,130

Profit / (Loss) before Tax 34,46,243 31,00,945

Less: Provision for Taxation 3,60,000 3,55,000

Provision for Deferred Tax 14,801 27,283

Provision for Fringe Benefit Tax 26,000 16,500

Profit / (Loss) after Tax 30,45,442 27,02,162

REVIEW OF OPERATIONS :

During the year under review, the income from operation of the Company is Rs. 198.18 Lakh as compared to Rs. 509.07 Lakh earned during the previous year and has earned profit after tax of Rs.30.45 Lakh as compared to 27.02 Lakh earned during the previous year. However the Directors are hopeful of even better performance in the future.

DIVIDEND:

With a view to conserve the resources of the Company, the Directors abstain from declaring any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) : Companys Financial Review

The Company has earned net profit of Rs.30.45 Lacs for the year 2008-2009 as compared to a net profit of Rs. 27.02 lacs earned in the previous year 2007-08. The Companys income is mainly derived from the investments and activity from Commodity market, Finance Consultancy and Textiles Sector.

Resources & Liquidity

Company has invested the liquid resources in Inter Corporate Deposits to earn interest income wherever it was considered appropriate.

DIRECTORS RESPONSIBILITY STATEMENT :

Directors hereby state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed, along with proper explanation relating to the material departures.

(ii) The Directors had select such accounting policies and applied them consistently and rrfade judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, at the end of the financial year and of the profit or loss of the Company for that year.

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

(iv) The Directors had prepared the annual accounts on a going concern basis.

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

Section 217(1)(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, require disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company on a continuous basis undertakes program of conserving energy. The Company has also continued its efforts towards improving the efficiency of its operations.

PARTICULARS OF EMPLOYEES:

Your Company continues to receive good support from its employees at all levels and the relations between the Company and the employees continue to be cordial. There being no employees, who were in receipt of remuneration of Rs. One Lacs per month (if employed for the part of the year) or Rs. 12 Lacs per annum (if employed for whole of the year) information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the employees) Rules 1975 and forming the part of the Directors report for the period ended 31st March 2009, had not been given.

CORPORATE GOVERNANCE:

The Corporate Governance Report and Certificate from Auditor is given in Annexure-1 and forms part of this report.

AUDITORS:

M/s. V. P. Agrawal & Co., Chartered Accountants retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

A Certificate from the Auditors of the Company regarding Compliance of conditions of corporate governance as stipulated under clause 49 of the listing agreement is attached to this report

DEMATERIALISATION

The Shares of the Company are traded compulsorily in demat form and are available for trading under both the Depository systems in India i.e. NSDL (National Securities Depository Limited and CDSL (Central Depository Service (India) Limited)

Under the Depository system, the International Securities Identification Number (ISIN) allotted to the companys Equity Shares is INE 395E01018

ACKNOWLEDGEMENTS:

The Directors have pleasure to place on record their appreciation for the valuable co-operation and assistance by the Companys Bankers, Associates, Investors and Employees.

FOR AND ON BEHALF OF THE BOARD

Place : Mumbai Date : 30-06-2009

Sd/- DIRECTOR