Directors Report of Libord Finance Ltd.

Mar 31, 2015

To the Members,

Labored Finance Limited

The Directors have pleasure in presenting the 21st Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL PERFORMANCE

A. A summary of the standalone & consolidated financial performance of your Company for the financial year ended 31.3.2015, is as under :

Standalone Results Consolidated Results

2014-15 2013-14 2014-15 2013-14 (Rs. in (Rs. in (Rs. in (Rs. in Lacs) Lacs) Lacs) Lacs)

Gross Income 82.15 167.79 85.75 167.79

Gross Profit before depreciation & Provision for Taxation 12.95 65.46 14.08 64.84

Other Income 0.86 1.25 0.86 2.12

Depreciation 1.76 1.32 1.76 1.32

Deferred Tax (1.47) 0.07 (1.47) 0.07

Provision for taxation 4.05 20.31 4.40 20.38

Short Provision Written Back (0.13) 0.08 (0.13) 0.08

Profit after taxation (PAT) 9.60 44.92 10.39 45.10

Balance brought forward from previous year (6.55) (52.84) (6.38) (52.84)

Provision for Gratuity written back - - - -

Provision for Diminutions in the value of Investments Written Back - 1.37 - 1.37

Minority Interest - - (0.05) (0.01)

Transfer to General Reserve 3.05 (6.55) 3.96 (6.38)

1. REVIEW OF OPERATIONS

(a) Standalone Results

The income from operation on standalone basis during the year was Rs.82.15 Lakhs (Previous Year 167.79 Lakhs). The company's turnover has decreased by about 51.04% on standalone basis due to less than average performance in the 4th quarter of this financial year largely on account of less favorable business conditions. The profits have decreased by 78.63% due to low level of operations.

(b) Consolidated Results

In a tough business environment that prevailed in the fiscal 2014-15, your company has achieved a turnover of Rs. 85.75 lakhs which is 48.89% less than Rs. 167.79 lakhs achieved in the previous year. This was mainly due to decrease in the revenues from the Consultancy Services provided by the Company. The net profits have decreased from Rs 45.10 lakhs to Rs 10.39 lakhs ( 76.90%) on consolidated basis.

2. OUTLOOK & PROSPECTS

According to World Economic Outlook (WEO) Update published by the IMF in April 2015, the Global growth remains moderate, with uneven prospects across the main countries and regions. However, it is projected to be 3.5 percent in 2015, in line with forecasts in the January 2015 World Economic Outlook (WEO) Update. Relative to last year, the outlook for advanced economies is improving, while growth in emerging market and developing economies is projected to be lower, primarily reflecting weaker prospects for some large emerging market economies and oil-exporting countries.

The Indian Economy is reported to have achieved a growth rate of about 7.3% in 2014-2015 upon changes in the methods of computation. Though it was much better compared to a dismal performance of last year, it is yet far away from what can be termed as a glamorous growth rate of 10.4% achieved in the year 2010. According to the Economic Survey 2014-15, "Perspiration and inspiration, investment and efficiency, respectively, determine long-run growth. But the Indian private investment climate is clouded by the experience of the last decade. A combination of factors-weak corporate balance sheets, an impaired banking system, difficulty of exit, the deficiencies of the public private partnership (PPP) model in infrastructure-could hold back private investment going forward."

On January 30, 2015 the Central Statistics Office released a new GDP series that entailed shifting the base year from 2004- 05 to 2011-12 but also using more data and deploying improved methodologies. However, as the Economic Survey also opined "These numbers seem difficult to reconcile with other developments in the economy. 2013-14 was a crisis year - capital flowed out, interest rates were tightened, there was consolidation-and it is difficult to see how an economy's growth rate could accelerate so much in such circumstances. This growth surge also appears to have been accompanied by dramatic declines in savings and investment ratios. For example, gross fixed capital formation declined from 33.6 percent in 2011-12 to 29.7 percent in 2013-14 while gross domestic savings declined from 33.9 percent to 30.6 percent. The implication is that the growth surge in the crisis year of 2013-14 was also a massive productivity surge, reflected in an incremental capital ratio that declined by about 30 percent, and total factor productivity growth that improved by over 2 percentage points. The data show that private corporate investment increased robustly in 2013-14 which seems at odds with stressed balance sheets and the phenomenon of stalled projects"

However, amidst an uncertain global economic environment faced with uncertainty and volatility, the Indian economy has showed considerable resilience to the euro-zone crisis, and greater degree of preparedness for the possible hike in federal interest rates in the USA. According to the opinion given by several international financial institutions and rating agencies, it has been estimated that India is poised to be the world's fastest growing economy outpacing China soon.

It can be reasonably expected that the government's 'policies of reforms' together with several positive factors such as low rates of inflation, decrease in crude oil prices and fiscal consolidation and a more favorable balance of payments may help prepare a sound base for accelerated overall growth in India.

With the outlook for the economy improving, the Company sees growth opportunities for its business in the year ahead.

3. SHARE CAPITAL

There was no change in the share capital of the company during the year under review. The paid up equity capital remained at Rs. 800 lakhs comprising of 80 lakh shares of Rs. 10 each as on March 31, 2015. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4. DIVIDEND

In view of insufficient profits made by the company due to reasons discussed above, your directors do not recommend any dividend for the current year under review. A sum of Rs. 9.60 lakhs has been transferred to the Reserves. Pursuant to transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has adjusted an amount of Rs. 5.23 lakhs against the opening balance in the statement of Profit & Losss under Reserve and Surplus.

5. FIXED DEPOSITS

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

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size and nature of its operations. During the year, controls were tested and no material weakness in design and operation were observed.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Nawal Agrawal (DIN - 01753155), Director of the Company will be retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Dr. (Mrs.) Vandna Dangi (DIN - 00886496) has been appointed as the Managing Director & Chief Executive Officer with effect from 10.3.2015 for a term of three years. Details about her remuneration are provided in the Notice as well as Annexure to the Directors' Report.

During the year under review, Mr. Nawal Agrawal has been appointed as the CFO of the Company with effect from 10.3.2015 for a term of three years.

Mr. V. H. Pandya (DIN - 00031857), an Independent Director of the Company who was re-appointed as a Director, liable to retire by rotation has expressed his unwillingness to be reappointed due to ill health and old age issues in the Annual General Meeting to be held on 30.9.2015. The Board places on record deep appreciation for the commendable contribution made by him during his long association with the company as an independent director.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 to all Recognized Stock Exchanges, amongst others, made the compliance with the provisions of amended Clause 49 of the Listing Agreement, non-mandatory for time being, to those companies having paid-up equity share capital not exceeding Rs 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day of the previous financial year. Considering that the Company's paid-up equity share capital was less than Rs 10.00 Crore and the Net Worth was less than Rs 25 crore as on 31.3.2014, compliance with the provisions of revised Clause 49 of the Listing Agreement are not mandatory to the Company.

Therefore, a separate Section on Corporate Governance and Management Discussion and Analysis Report and other details as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange do not form part of this Annual Report.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year there were five Board Meetings held on 26.05.2014, 30.07.2014, 31.10.2014, 21.01.2015 and 9.03.2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

10. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

As per the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6) of the Act.

11. REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has approved and adopted a Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under section 178 (3) of the Companies Act, 2013. The remuneration policy is annexed to this Report and forms part of this Report.

12. CODE OF CONDUCT

The Code of Conduct for the Board of Directors and the Senior Management has been adopted by the Company. The Code of Conduct has been disclosed on the website of the company at www.libord.com.

13. SUBSIDIARY COMPANIES/ ASSOCIATED COMPANIES

The Company has M/s. Libord Stock Brokers Private Limited (LSBPL) as its Subsidiary Company. LSBPL is registered as a stock broker under the SEBI Act and is an approved member of the BSE Limited. Your Company has 93.57% of equity holding in LSBPL.

The net profit after tax of LSBPL is Rs. 0.79 lakhs for the year ended on 31.3.2015. LSBPL is yet to commence business as a trading member of the BSE Ltd.

M/s. Libord Advisors Private Ltd (LAPL) is an Associate Company of your Company. Your Company has 46.29% of the equity holding in the Associate Company LAPL. LAPL is a SEBI registered Category 1 Merchant Banker w.e.f. 18.10.2013. The net profit after tax of LAPL is Rs. 7.73 lakhs for the year ended as at 31.3.2015.

During the year 2014-15, no Company has become or ceased to be the Company's subsidiary or associate.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under this policy, the employees can approach the Company's Compliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination be meted out to any person for a genuinely raised concern. The Whistle Blower Policy of the Company is also posted on the website of the Company.

15. PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The "Code of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been adopted and has been disclosed on the website of the company at www.libord.com.

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) That the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

(v) That 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.

(vi) That 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

18. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken suitable measures for the development and implementation of a risk management policy for the Company including identification of elements of risk, if any, which in the opinion of the board may threaten the existence of the Company. At present the Company has not identified any element of risk which may threaten the existence of the Company.

19. PARTICULARS OF MATERIAL ORDERS

During the year under review, neither any Regulator nor any Court or Tribunal has passed any significant and material order impacting the going concern status and the Company's operations in future.

20. BOARD EVALUATION

The performance of Board of Directors and the Committees constituted by the Board and the individual Directors has been evaluated during the Financial Year ended 31.3.2015.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties as required pursuant to the provisions of section 134(3)(h) and rule 8 of the Companies (Accounts) Rules, 2014 in form no. AOC- 2 is annexed to this report and forms part of this report.

22. PURCHASE OF SHARES OF THE COMPANY

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company pursuant to Section 67 (2) of the Companies Act, 2013.

23. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 is annexed to this Report and forms part of this Report.

24. AUDIT COMMITTEE

a) Terms of Reference

To oversee iter alia, the Company's financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirements concerning financial statements, if any, to review the Company's quarterly and annual financial statements before submission to the Board of Directors.

b) Composition of Audit Committee

The Audit Committee comprises of three directors with Independent Directors forming the majority. Mr. Romil Choksey, is the Chairman of the Audit Committee. Mr. V.H. Pandya and Mr. Lalit Kumar Dangi are the other two members of the Audit Committee. The members possess adequate knowledge of accounts, audit and finance, among others. The composition of the Audit Committee meets the requirement as per section 177 of the Companies Act, 2013. There are no recommendations of the Audit Committee which have not been accepted by the Board. During the year, four Audit Committee meetings were held on 26.05.2014, 30.07.2014, 31.10.2014 & 21.01.2015.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms Shivani Surana Member of the Institute of Company Secretaries of India (Membership Number ACS: 35359) and a Company Secretary in Practice (CP Number: 13273) had been appointed for conducting the Secretarial Audit of the Company for the financial year 2014-15. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit report. The observations made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 (3) of the Companies Act, 2013 besides that the Company could not appoint a Company Secretary in the Year 2014-15 as it could not locate a suitable candidate. The company is currently in the process of appointing a Company Secretary.

26. AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the next term. M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai, the existing Auditors have furnished a certificate, confirming that if re-appointed, their re- appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the next term of one year, and authorize the Board of Directors to fix their remuneration. The Auditors Report to the shareholders for the year under review does not contain any qualification.

27. CERTIFICATION AND RECOGNITION

A Certification of Registration as a stock broker was granted by SEBI under SEBI Act to Libord Stock Brokers Private Limited (A Subsidiary Company of Libord Finance Limited), to act as a member of the BSE Limited w.e.f. 16.4.2015.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements.

29. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity Shares are listed at BSE Ltd., Mumbai. The listing fee for the year under review has been paid to BSE timely.

30. PERSONNEL

The information required to be disclosed in the Directors' Report pursuant to section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is set out as an Annexure to the Report.

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

(A) CONSERVATION OF ENERGY

Not Applicable.

(B) TECHNOLOGY ABSORPTION

Not Applicable.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars For the year ended March 31, 2015 For the year ended March 31, 2014

(In Rupees) (In Rupees)

Foreign Exchange Earnings NIL NIL

Foreign Exchange outgo 30825/- NIL

32. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company. Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers.

By the Order of the Board Place: Mumbai Dr.(Mrs.) Vandna Lalit Dangi

Date: 31.07.2015 Managing Director

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Mar 31, 2014

Dear Members,

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

FINANCIAL PERFORMANCE

A. Summary of the Consolidated Financial Performance of your company for the financial year ended 31.3.2014 is as under :

2013-2014 2012-2013 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 169.91 120.85

Gross Profit before depreciation & Provision for Taxation 66.96 13.40

Depreciation 1.32 1.35

Deferred Tax 0.07 0.12

Provision for taxation 20.38 3.50

Short provisions written back 0.08

Profit after taxation (PAT) 45.10 8.43

Balance brought forward from (52.84) (63.21) Previous Years

Provision for Gratuity written back - 1.94

Other provision 0.01 -

Provision for Diminutions in the value 1.37 - of Investments Written Back

Balance carried to Balance sheet (6.38) (52.84)

B. A summary of the standalone financial performance of your Company for the financial year ended 31.3.2014, is as under :

2013-2014 2012-2013 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 169.04 120.85

Gross Profit before depreciation & Provision for Taxation 66.70 13.40

Depreciation 1.32 1.35

Deferred Tax 0.07 0.12

Provision for taxation 20.31 3.50

Short provisions written back 0.08

Profit after taxation (PAT) 44.92 8.43

Balance brought forward from (52.84) (63.21) Previous Years

Provision for Gratuity written back - 1.94

Provision for Diminutions in the value 1.37 - of Investments Written Back

Balance carried to Balance sheet (6.55) (52.84)

REVIEW OF OPERATIONS

The income from operation on consolidated basis during the year was Rs.169.91 Lakhs. The income from operation on standalone basis during the year was Rs.169.04 Lakhs (Previous Year 120.85 Lakhs)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year.

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

Your Company has no activities relating to conservation of energy or technology absorption. There were no earnings or outgo in foreign exchange for the period under review.

PERSONNEL

No employee of the Company was drawing salary in excess of the limits specified under section 217 (2A) of the Companies Act,1956 read with the Company''s (Particular of Employees) Rules,1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Lalit Kumar Dangi and Mr. V.H. Pandya, Directors of the Company will be retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Romil Y. Choksey was appointed as an Additional Director designated as an Independent Director with effect from 1st October, 2013 and he shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing Mr.Ckoksey for appointment as an Independent Director. As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term upto five consecutive years on the Board of a Company and is not liable to retire by rotation.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance and a Certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

REPORT ON AUDIT COMMITTEE

a) Terms of Reference

To oversee the Company''s financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirements concerning financial statements, if any, to review the Company''s half-yearly and annual financial statements before submission to the Board of Directors.

During the year four Audit Committee meetings were held on 30.05.2013, 29.07.2013, 28.10.2013 & 24.01.2014.The Minutes of the Audit Committee are circulated to the Board, discussed and taken note of.

b) Composition

Name of Member Status No. of Meeting Attended

Mr. V. H. Pandya Chairman 4

Mr. Lalit Kumar Dangi Member 4

Mr. Nawal Agrawal Member 2

Mr. Romil Y. Choksey Member 2

AUDITORS

At the Annual General Meeting, Members will be required to appoint Auditors for the next term. M/s. Amar Bafna & Associates, Chartered Accountants, Mumbai, the existing Auditors have furnished a certificate, confirming that if re-appointed, their re- appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the next term of one year, and authorize the Board of Directors to fix their remuneration.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company.

Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers.

For and on Behalf of the Board

Place: Mumbai Dr. (Mrs.) Vandna Lalit Dangi Date: 26.05.2014 Managing Director

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Mar 31, 2013

To the Members of Libord Finance Limited

The Directors have pleasure in presenting the 19th Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

2012-2013 2011-2012 (Rs. in /lacs) (Rs. in /lacs)

Gross Income 120.85 90.55

Gross Profit before depreciation

& Provision for Taxation 13.40 13.57

Depreciation 1.35 1.35

Deferred Tax 0.12 -

Provision for taxation 3.50 3.50

Profit after taxation (PAT) 8.43 8.95

Balance brought forward from (63.21) (72.17)

Provisions for Gratuity written back 1.94 -

Balance carried forward to Balance (52.84) (63.21) sheet

REVIEW OF OPERATIONS

The income from operation during the year was Rs. 120.85 Lakhs (Previous Year 90.55 Lacs)

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year.

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

Your Company has no activities relating to conservation of energy or technology absorption. There were no earnings or outgo in foreign exchange for the period under review.

PERSONNEL

No employee of the Company was drawing salary in excess of the limits specified under section 217 (2A) of the Companies Act,1956 read with the Company''s (Particular of Employees) Rules,1975.

DIRECTORS

Mr. Nawal Agrawal retires by rotation as director. He has offered himself for reappointment being eligible for the same.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

REPORT ON AUDIT COMMITTEE

a) Terms of Reference

To oversee the Company''s financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirements concerning financial statements, if any, to review the Company''s half-yearly and annual financial statements before submission to the Board of Directors.

During the year four Audit Committee meetings were held on 7.05.2012, 25.07.2012, 29.10.2012 & 28.01.2013.The Minutes of the Audit Committee are circulated to the Board, discussed and taken note of.

b) Composition

Name of Member Status No. of Meeting Attended

Mr. V. H. Pandya Member 4

Mr. Lalit Kumar Dangi Chairman 4

Mr. Nawal Agrawal Member 4

AUDITORS

M/s. Amar Bafna & Associates, Chartered Accountants have shown their willingness for the re-appointment.

Your Directors recommend the appointment of M/s. Amar Bafna & Associates, Chartered Accountants as the auditors for the Company from the conclusion of ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting.

The Notes on accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company.

Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers.

For & on Behalf of the Board

Place : Mumbai Dr.(Mrs.) Vandna Lalit Dangi

Date : 30.5.2013 Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the 17h Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

2010-2011 2009-2010 (Rs. in Lacs) (Rs. in Lacs)

Gross Income 80.12 65.28

Gross Profit before depreciation

& Provision for Taxation 13.17 10.62

Depreciation 1.60 1.37

Provision for taxation & FBT 3.00 3.74

Provisions written back (0.50) (0.29)

Profit after taxation (PAT) 8.58 5.80

Balance brought forward from (80.75) (86.55)

Previous Years

Balance carried to Balance sheet (72.17) (80.75)

REVIEW OF OPERATIONS

The income from operation during the year was Rs.80.12 Lakhs (Previous Year 65.28 Lacs)

DELISTING OF EQUITY SHARES FROM STOCK EXCHANGES The Equity Shares of the Company have been voluntarily delisted in Madras Stock Exchange, Jaipur Stock Exchange & Ahmedabad Stock Exchange w.e.f. 15.03.2011,07.06.2010 & 02.06.2010 respectively. The Company continues to be listed with Bombay Stock Exchange.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year.

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

Your Company has no activities relating to conservation of energy or technology absorption. There were no earning or outgo in foreign exchange for the period under review.

PERSONNEL

No employee of the Company was drawing salary in excess of the limits specified under section 217 (2A) of the Companies Act,1956 read with the Company's (Particular of Employees) Rules, 1975.

DIRECTORS

Mr. V.H.Pandya & Mr. Nawal Agrawal retire by rotation as directors. They have offered themselves for reappointment being eligible for the same.

Mr, N,G,Deshpande has resigned due to his health & his resignation was accepted in the Board Meeting held on 24.06.2011. The Board appreciated the services rendered by Mr.N.G Deshpande. Dr Vandna Dangi was appointed as an additional director on 24.06.2011. Her tenure ends at the conclusion of the Annual General Meeting.

A notice as required under section 257 of the Companies Act, 1956 had been received from the shareholders for proposing Dr. Vandna Dangi for the office of the Director.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

REPORT ON AUDIT COMMITTEE

a) Terms of Reference

To oversee the Company's financial reporting process and disclosure of it's financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirement concerning financial statements, if any, to review the Company's half-yearly and annual financial statements before submission to the Board of Directors. During the year four Audit Committee meetings were held on 20.04.2010,29.07.2010,22.10.2010 & 27.01.2011. The Minutes of the Audit Committee are circulated to the Board, discussed and taken note of.

b) Composition

Name of Member Status No. of Meeting Attended Mr. N. G. Deshpande Member 1

Mr. Lalit Kumar Dangi Member 4

Mr.Nawal Agrawal Member 4

AUDITORS

M/s. Amar Bafna & Associates, Chartered Accountants have shown their willingness for the re-appointment.

Your Directors recommend the appointment of M/s. Amar Bafna & Associates, Chartered Accountants as the auditors for the Company from the conclusion of ensuing annual general meeting up to the conclusion of the next annual general meeting. The Notes on accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company. Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers.

For and on behalf of the Board

Place: Mumbai Lalit Kumar Dangi

Date: 24.06.2011 Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Gross Income 65.28 52.22

Gross Profit before depreciation & Provision for Taxation 10.62 5.31

Depreciation 1.37 0.60

Provision for taxation & FBT 3.74 2.70

Provisions written back (0.29) 4.95

Profit after taxation (PAT) 5.80 (2.94)

Balance brought forward from (86.55) (83.61)

Previous Years Balance carried to Balance sheet (80.75) (86.55)

REVIEW OF OPERATIONS

The income from operation during the year was Rs.65.28 Lakhs (Previous Year 52.22 Lacs)

DELISTING OF EQUITY SHARES FROM JAIPUR & AHMEDABAD STOCK EXCHANGES

The Company filed application for voluntarily delisting of Equity Shares of the Company from Madras, Jaipur & Ahmedabad Stock Exchanges. The Equity Shares of the Company have been voluntarily delisted by Ahmedabad Stock Exchange w.e.f. 2.6.2010 & by Jaipur Stock Exchange w.e.f. 7.6.2010. The delisting from Madras Stock Exchange is still awaited. The Company continue to be listed with Bombay Stock Exchange & also with Madras Stock Exchange (till gets delisting certificate).

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the period.

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

Your Company has no activities relating to conservation of energy or technology absorption. There were no earning or outgo in foreign exchange for the period under review.

PERSONNEL

No employee of the Company was drawing salary in excess of the limits specified under section 217 (2A) of the Companies Act 1956 read with the Companys (Particular of Employees) Rules,1975.

DIRECTORS

Mr. N.G Deshpande & Mr. Lalrt Dangi retire by rotation as directors. They have offered themselves for reappointment being eligible for the same.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

(iii) That the Directors have taken proper and sufficient care of 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

REPORT ON AUDIT COMMITTEE

a) Terms of Reference

To oversee the Companys financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors an adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirement concerning financial statements, if any, to review the Companys half-yearly and annual financial statements before submission to the Board of Directors. During the year four Audit Committee meetings were held on 27.4.2009, 6.7.2009,23.10.2009 & 29.1.2010. The Minutes of the Audit Committee are circulated to the Board, discussed and taken note of.

b) Composition

Name of Member Status No. of Meeting Attended

Mr. N. G Deshpande Member 3

Mr. Lalit Kumar Dangi Member 4

Mr.Nawal Agrawal Member 4

AUDITORS

M/s. Amar Bafna & Associates, Chartered Accountants have shown their willingness for the re-appointment.

Your Directors recommend the appointment of M/s. Amar Bafna & Associates, Chartered Accountants as the auditors for the Company from the conclusion of ensuing annual general meeting upto the conclusion of the next annual general meeting. The Notes on accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further explanation

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company. Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers.

For and on behalf of the Board

Place: Mumbai Lalit Kumar Dangi

Date: 25th June, 2010 Director