Directors Report of Khoobsurat Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31,2014.

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales / Revenue for theYear 1471.00 2014.33

Profit beforeTax & Extraordinary Items 26.13 71.14

Less : Provision for Taxation (including Differed Tax) 8.07 21.98

Profit afterTax 18.06 4916

Add : Profit brought forward from Previous Year 126.08 81.93

Profit available for appropriation 144.14 131.08

Transfer to General Reserve 5.00 5.00

Balance carried forward to Next Year 139.14 126.08

OVERVIEW OF ECONOMY

As per median estimates, based on the Survey of Professional Forecasters conducted by RBI, the Indian economy is likely to post a moderate recovery in 2014-15. GDP growth is estimated to improve to around 5.5% supported by an anticipated pick up in investment activity in view of the part resolution of stalled projects, improved business and consumer confidence and expectation of lower inflation. External demand is expected to improve further during 2014-15 stemming from encouraging growth prospects in Advanced Economies. Tighter global financial and monetary conditions, risks to agricultural growth due to the likelihood of sub-normal monsoons given the impending El Nino weather conditions, possibility of a reversal in capital flows with the interest rate cycle picking up in Advanced Economies represent some of the key downside risks going forward. A stable government at the Centre, greater clarity and certainty in policies and fast track clearances of large projects would go a long way in engendering a much needed boost to investor sentiment and revivingthe private investment cycle in particular.

In the face of growing uncertainties in global financial conditions, monetary easing was paused in June 2013. However, there has been significant improvement in the external situation. With acceleration in the growth of exports and decline in imports, the trade deficit for 2013-14 (April- December) has narrowed considerably. Reduction in the trade deficit, complemented by a rise in net invisibles receipts, resulted in significant reduction in the current account deficit (CAD) in the first half (H1) of 2013-14. In response to these developments, and due to steps undertaken to moderate the CAD, the exchange rate, that breached the level of 68 per US$ in August 2013, recovered to 61.16 per US$ on October 11, 2013. The exchange rate of the rupee averaged 61.91 per US$in December2013.

The World Bank has projected an economic growth rate of 5.7 per cent in FY 15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

OVERALL PERFORMANCE&OUTLOOK

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has somehow maintained its performance. The Company has registered a Gross Sales / Revenue of Rs. 1471.59 Lac for the year in comparison to last years'' Sale of Rs. 2014.33 Lac.

The Company is into the Business of Trading in Textile Products, Software Products and deploying the surplus funds in treasury operations.

The outlook for the current year is expected to be challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

Due to inadequate profit and with a view to conserve resources to face future challenges, your Directors do not recommends any dividend for the year under review.

LISTING OF EQUITY SHARES ON BSE AN DMCX-SX

During the Year, the Equity Shares of the Company have been listed on BSE and on MCX-SX to provide liquidity to its Members to invest in the Equity Shares of the Company or to provide easy exit route vise-a-versa.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION &ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

During the year, Mr. Alok Kr. Das, Independent Director of the Company, has resigned from the Board on 7th September 2013 due to his personal commitments. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Alok Kr. Das during his tenure as Director of your Company.

In accordance with the provisions of Act and Articles of Association of your Company Mr. Nand Kishore Fogla, Non-Executive Director of your Company, retires by rotation and is due forelection at the ensuring Annual General Meeting. Mr. Nand Kishore Fogla, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Nand Kishore Fogla pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5(five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Ac t for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software as well as an Investor in Capital & Money Market, requirements regarding disclosure of particulars of Conservation of Energy and Technology Absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Existing Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata who are retiring in ensuring Annual General Meeting have expressed their un-willingness to re-appoint themselves as Auditors of the Company In place of existing Auditors, the Audit Committee recommended M/s Bharat D. Sarawgee & Co. (FRN 326264E), Chartered Accountants, Kolkata for appointment to audit the accounts of the Company from the conclusion of the 32nd Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Bharat D. Sarawgee & Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required undersection 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,1956

The Company is engaged in the business of Finance Sector and trading in Textile Goods apart from finance and Investment activities, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation,the information required undersection 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 27, 2014 By order of the Board For KHOOBSURAT LIMITED

Registered Office: 1,R.N. Mukherjee Road, GOUTAM BOSE Mezzanine Floor, Room No.12, (DIN :2504803) Kolkata-700001. Managing Director

---

Mar 31, 2013

To The Members,

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

(Rs.in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 560.88 285.92 Profit before Tax & Extraordinary Items 71.14 66.52

Less: Provision for Taxation 21.98 20.83

Profit after Tax 49.16 45.69

Add : Profit brought forward from Previous Year 81.93 46.24

Profit available for appropriation 131.08 91.93

Transfer to General Reserve 5.00 10.00

Balance carried forward to Next Year 126.08 81.93

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

BUSINESS OPERATIONS

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. The Company has registered a Gross Sales of Rs. 459.92 Lac for the year in comparison to last years'' Sale of Rs. 197.75.

The Company is in to the Business of Trading in Textile Products, Software Products, providing Inter- Corporate Deposits, to Corporate Houses and HNIs as well as investing its surplus fund in Equity Market.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The Company has registered a top line growth of 132.58% for the year. This is showing a consistent performance of the Company even

in bad time. The Company has further expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. Your Company is willing to continue to carry these good activities and thus to deliver to its'' investors who have shown faith in the Company.

DIVIDEND

As your Company is diversifying its business into different business segments also and the same needs huge fund, your Directors do not recommends any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla, Directors of your Company, retire by rotation and are due for election at the ensuring Annual General Meeting. Both Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla, being eligible, offer themselves for re-appointment.

The Board recommends the appointment of both Mr. Purushottam Khandelwal and Mr. Nand Kishore Fogla pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software trading business as well as an Investor in Capital & Money Market, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature of business & size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Software

Service Sector, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2013 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Goutam Bose

Room No. 12, Kolkata-700 001 Director

---

Mar 31, 2012

To The Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 285.92 177.35

Profit before Tax & Extraordinary Items 66.52 45.84

Less : Provision for Taxation 20.83 14.49

Profit after Tax 45.69 31.35

Add : Profit brought forward from Previous Year 41.24 14.89

Profit available for appropriation 86.93 46.24

Transfer to General Reserve 10.00 5.00

Balance carried forward to Next Year 76.93 41.24

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained remarkable figure of around Rs. 285.92 Lac during the year.

The Company is in to the Business of Trading in Textile Products, Software Products, lending its surplus fund in Capital and Money Market as well as to lending money to Corporate and HNIs.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The Company has expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. The Company is willing to expand this business more and more in both Software & Textile Market apart from its activities in Capital & Money Market and thus willing to deliver to Members of the Company so as the Company give more returns in coming years.

DIVIDEND

As your Company is diversifying its business in to other segments also and the same needs lot of funding, your Directors do not recommending any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover or net worth

(i.e. paid-up capital and free reserves exceeding 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Mangelal Joshi, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Mangelal Joshi, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Mangelal Joshi pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software trading business as well as an Investor in Capital & Money Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Software Service Sector, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2012 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Room No. 12, Goutam Bose

Kolkata-700 001 Director

---

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 177.35 54.53

Profit before Tax & Extraordinary Items 45.84 29.19

Less : Provision for Taxation 14.49 9.47

Profit after Tax 31.35 19.72

Add : Profit brought forward from Previous Year 14.89 0.17

Profit available for appropriation 46.24 19.89

Transfer to General Reserve 5.00 5.00

Balance carried forward to Next Year 41.24 14.89

DIVIDEND

As the Company is diversifying its business in to other segments also and the same needs lot of funding, your Directors do not recommending any dividend for the year under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 15 people during the year under review however the Company is recruiting more experienced employees during financial year 2010-11. Once the process of new recruitment will be over, the Company will be able to comment on this.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REGISTERED OFFICE

The Company''s Registered Office is situated at 1, R. N. Mukherjee Road, Mezzanine Floor, Room No. 12, Kolkata-700 001

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Purushottam Khandelwal and Mr. Mangelal Joshi have been appointed as Additional Directors (Independent) w.e.f. 10th December 2010 and Mr. Ramesh Kr. Saraswat has been resigned w.e.f. 17th December 2010.

Further during the year, Mr. Amalesh Sadhu has resigned from Board w.e.f. 2nd November 2010 who has joined Board w.e.f. 11th February 2010.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Nand Kishore Fogla, who retires by rotation and is eligible for reappointments.

None other Directors are interested in re-appointments of Mr. Nand Kishore Fogla.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that delivers efficient and seamless services across multiple channels for customer convenience. In order to retain competitive edge, technology infrastructure has been implemented wherever necessary, in alignment with business requirements.

AUDITORS

Auditors M/s. Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

STATUTORY INFORMATION

The Company being basically in the finance sector and trading in textile goods , requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of finance sector and trading in textile goods and Software Service Sector, hence the information regarding conservation of energy, Technology Absorption,

Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the Annuals Accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Kolkata, May 31, 2011 By order of the Board

For Khoobsurat Limited

Registered Office :

1, R. N. Mukherjee Road,

Mezzanine Floor, Room No. 12, Goutam Bose

Kolkata-700 001 Director

---

Mar 31, 2010

To The Memoers.

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Audited Statements of Accounts tor the financial year ended March 31. 2010

(Rs in Lacs)

Financial Results Year Ended Year Ended 31.03.2010 31.03 2009

Income 54.53 44.52

Profit before Tax 4 Extraordinary Items 29.19 9.00

Less Provision tor Taxation 9.47 3.20

Profit after Tax 19.72 5.80

Profit available for appropriation after adding to its

Previous Years B/f 19.88 0.17

Appropriated as under:

Transfer to General Reserve 5.00

Balance carried forward to Next Year 14.88 0.17

Dividend

Due to inadequate profit and in order to conserve resources and to implement lis future plans. your Directors do not recommend any Dividend far the year under review

Registered Office

The Company has smiled its Registered Office Irom 29-B. Rabinda Saram. 3rd Floor, Room No 2E Kolkata - 700 073 to V R H Mukhan.ee Road, Me*anine Boor, Room No 12, Kolkata -700 001 with effect from 29th May 2010

Directors

During the year, Mr Qoutam Bose has been appointed as Additional. Non-Executive Director of the Company to broad base its Board and in order to meet requirement of Listing Agreement In farms of Composition of independent and Executive Directors.

In accordance with the requirements of the Companies Act. 1956 and as per the provisions ol Articles of Association of the Company. Mr, Ramesh Kr Saraswat is liable to retire and eligible offers himself for re-appointments in me forthcoming Annual General Meeting

Except Mr. Ramesh Kr. Saraswat himself, none of Directors is interested in his re-appointment

Further, none of the Directors of me Company are disqualified under Section 274(1 Hg) of the Companies Act 1956

Auditors

Auditors M/s Mufcesn Choudhary & Associates. Chartered Accountants. Kolkata holds the office until me conclusion of ensuing Annual General Meeting. Vour Company has received certificate from the Auditors under Section 224(1 B) of me Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed

The shareholders are requested to appoint the Auditors and t
Comments on Auditor''s Report

The notes referred to in me Auditor s Report are self explanatory and as such they do not call lor nor explanation as required under Section 217(3) of trie Companies Act. 1956

Public Deposits

Vour Company has not accepted any deposits from the Public during me year under review.

Corporate Governance

Your Company follows the pnncipies of the effective corporate governance practices The Clause 49 of Listing Agreement deals win the Corporato Governance requirements which every pubbefy listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange

A separate section on Corporate Governance forming pan of the Directors'' Report and the certificate from me Company''s Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included In the Annual Report

Human Resources

The Company takes pride in the commitment competence and dedcatioo shown by Its employees in all areas of business. Various HP initiatives are taken to align trie HR policies to me growing requirements of the business

The Company has a structured induction process and management development programmes to upgrade stults of managers Objective appraisal systems are m place tor senior management system.

Statutory Information

The Company being basically in the finance sector and trading m textile goods, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan By far the employee''s relations have been cordial through out the year.

The Information as required by provisions of section 217(2A) of the Companies Act, 1966 read with the companies /Particular of employees) amendments rules. 1968 is reported to be NIL

Particulars under section 217 (1) (e) of the Companies Act. 1958

The Company is engaged In the business of finance sector and trading in textile goods, hence the information regarding conservation of energy. Technology Absorption, Adoption and innovation. the Information required under section 2l7(l)(e) of the Companies Act. 1966 read with the Companies I Disclosure of particulars in the Report of Board of Directors) Rules 1968 is reported to be Nil

The Company has not earned or used foreign exchange earnings/outgoings dunng the year under review

Directors Responsibility Statement

Pursuant to Section 217 (2AAI of the Companies (Amendment) Act. 2000 the Directors confirm that:

1 In the preparation of the Annuals Accounts, for the year ended 31st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2 The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true end fair view of the state of affairs ol the Company at the end of the financial year and of the profit of the Company for thai penod

3. The Director! had taken proper end sufficient cam tor the maintenance of adequate accounting records m accordance with the provisions of this Act for safeguarding the assets of the Company and tor preventing and detecting fraud and other irregularities

4 The Directors had prepared the annual accounts on a going concern ba»s

Corporate Social Responsibility |CSR

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society

Appreciation

The Board of Directors wishes to convey their appreciation to at the Company''s employees for their performance and continued support The Directors would also like to thank all the Shareholders. Consultants. Customers. Vendors, Bankers. Service Providers, and Governmental and Statutory Authorities for their continued support

Registered Office By order of the Board

1. R N Mukherjee Road For Khootosurat Limited

Mezanirte Floor. Room No 12

Kofkau - 700 001 Alok Kr Das

Dated May 29 2010 Chairman