Directors Report of Libord Securities Ltd.

Mar 31, 2015

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.

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

Gross Income 35.49 60.84

Gross Profit before depreciation & Provision for Taxation 8.79 19.17

Depreciation 0.55 0.57

Other Income 0.04 0.09

Deferred Tax (0.33) 0.04

Provision for taxation (Current Year) 2.55 4.74

Provision for Taxes (Earlier Year) - 0.10

Provision Written Back (0.15) -

Profit after taxation (PAT) 6.21 12.81

Balance brought forward from previous year (163.35) (165.76)

Provision for bad & doubtful debts - (10.40)

Transfer to General Reserve (157.14) (163.35)

1. REVIEW OF OPERATIONS

The income from operation on during the year was Rs.35.49 Lakhs (Previous Year 60.84 Lakhs). The company's turnover has decreased by about 41.67% on largely due to less favorable performance in the 4th quarter of this financial year on account of difficult business conditions. The profits have decreased by 51.52% due to low level of operations.

2. OUTLOOK & PROSPECTS

This fiscal, the Global growth has remained moderate, with uneven prospects across the main countries and regions. According to World Economic Outlook (Update-April, 2015) the global economy is projected to grow at 3.5 percent in 2015. Although there have been signs of improvement in the growth rates in some of the advanced economies but the uncertainties largely loomed over the financial and capital markets due to the Euro zone crisis and possibility of fed interest rate hike. There has been a slower growth in emerging market and developing economies and concerns were raised in particular, about slow down in the Chinese Economy. In India, although the economy has registered a growth rate of about 7.3% in 2014-2015 but it is largely not reflected in some of the major indicators of growth giving rise to perceptions that probably a hike in the projected rate of growth might partially be attributable to changes in the method of computation brought about this year. For instance the Bank credit growth dropped to a 18-year low while deposit growth fell to a 19-year low in 2014-15 with fresh investment proposals from corporate drying up completely and projects announced in the past remaining stuck because of several issues. Credit growth would have been substantially lower had it not been for the smart pick-up in personal loans.

Also this fiscal a large number of corporate have showed up weak balance sheets, with an upsurge in gross as well as net NPAs creating stress upon the banking system, slow rate of growth in industrial production and massive fall in exports from India. Also, there have been dramatic declines in savings and investment ratios. The 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. As per the Economic Survey 2015, "…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, the Indian economy has shown greater resilience to the euro-zone crisis due to looming uncertainties on account of possibility of Greek default. Also the financial markets and capital markets have shown greater degree of preparedness for the possible hike in federal interest rates in the USA.

According to the reports/data released 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. Besides, the Indian Economy is going through a policy reform regime marked by several steps taken to streamline legal, taxation and economic and environmental policies/ procedures. There are other factors such as drop in oil prices in the international market, decline in the inflation rates, fiscal consolidation and a more favorable balance of payments amongst others, which 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. 500 Lakhs comprising of 50 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. 6.21 lakhs has been transferred to the Reserves. Pursuant to transitional provisions prescribed in Schedule II of the Companies Act, 2013, the Company has adjusted an amount of Rs. 1.10 lakhs against the opening balance in the statement of Profit & Loss Account under Reserve & 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.

Mr. Lalit Kuimar Dangi (DIN: 00886521) has been appointed as the Chief Executive Officer with effect from 22.1.2015 for a term of three years. Details about his remuneration are provided in the Notice as well as Annexure to the Directors' Report. During the year under review, Mr. Ramesh Jain (DIN: 1682905) has been appointed as the CFO of the Company with effect from 22.1.2015 for a term of three years.

Dr. (Mrs) Vandna Dangi (DIN: 00886496) who was appointed as a Woman Director with effect from 05.12.2014 as an additional Director and whose term ends on the conclusion of this Annual General Meeting as per the relevant provisions of the Companies Act, 2013 and the Articles of Association of the Company is proposed to be appointed as the Woman Director on the Board, liable to retire by rotation. The details about her candidature are given in the Notice and the Explanatory Statement attached thereto. Mr. Yogesh R. Choksey (DIN: 00451871) and Mr. T.R. Ramanathan (DIN: 01680773) are proposed to be re-appointed as Independent Directors of the Company for a term of five years, not liable to retire by rotation, in pursuance to the relevant provisions of the Companies Act, 2013. The details about these directors have been given in the Notice and the Explanatory Statement annexed thereto.

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 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 does not form part of this Annual Report.

9. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS

During the Year 6 Board Meetings were convened and held on 26.5.2014, 30.7.2014, 19.08.2014, 31.10.2014, 5.12.2014 and 21.1.2015. 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 does not have any Subsidiary Company or Associate Company as defined under the provisions of the Companies Act, 2013.

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 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 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. 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.

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. 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 31st March 2015.

20. 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.

21. 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.

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, interlaid, 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. Yogesh R. Choksey is the Chairman of the Audit Committee. Mr. T.R. Ramanathan and Mr. Nawal Agrawal 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 35359) and a Company Secretary in Practice (CP No. 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 observation 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. 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.

28. 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.

29. 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.

30. 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 NIL NIL

31. 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 Mr. Lalit Kumar Dangi

Date: 31.07.2015 Chief Executive Officer

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Mar 31, 2014

Dear Members,

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

FINANCIAL PERFORMANCE

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

Gross Income 60.93 31.55

Gross Profit / (Loss) before depreciation & Provision for Taxation 19.26 1.69

Depreciation 0.57 0.25

Deferred Tax 0.04 0.07

Provision for taxation 5.74 0.46

Provision written back 0.10 0.07

Profit /(Loss)after taxation (PAT) 12.81 0.99

Balance brought forward from last year (165.76) (168.44)

Excess Provisions written back - 1.68

Provision for bad & doubtful debts (10.40) -

Profit/Loss available for appropriations (163.35) (165.76)

REVIEW OF OPERATIONS

The earning on account of operation for the year was Rs. 60.93 Lakhs (Previous Year Rs. 31.55 Lakhs.)

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

The Company has no activities relating to conservation of energy or technology absorption. There were no earnings or outgo in foreign exchange.

PERSONNEL

No employee of the Company was drawing salary in excess of the limit prescribed under provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Mr. T. R. Ramanathan and Mr. Ramesh Jain, Directors of the Company will be retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

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 30.5.2013, 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. T. R. Ramanathan Chairman 4

Mr. Yogesh Choksey Member 4

Mr. Ramesh Jain Member 4

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

For and on Behalf of the Board

Place: Mumbai Nawal Agrawal Date: 26.05.2014 Director

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Mar 31, 2011

To the Members of Libord Securities Limited

The Directors have pleasure in presenting the 17th 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 26.81 22.88

Gross Profit / (Loss) before depreciation & Provision for Taxation 3.66 2.34

Depreciation 0.16 0.16

Provision for taxation 1.00 0.70

Taxation for earlier years 5.88 (0.14)

Profit /(Loss)after taxation (PAT) (3.38) 1.62

Balance brought toward from 23.87 22.25

Previous Years

Profit/Loss available for appropriations 20.49 23.86

REVIEW OF OPERATIONS

The earning on account of operation for the year was Rs. 26.81 Lacs (Previous Year Rs. 22.88 Lacs)

DELISTING OF EQUITY SHARES FROM 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 company continue to be listed with Bombay Stock Exchange Ltd.

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.

PERSONNEL

No employee of the Company was drawing salary in excess of the limit prescribed under provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Nawal Agrawal & Mr. Lalit Kumar Dangi retires by rotation as Directors. They have offered themselves for reappointment being eligible for the same. Mr. N. G. Deshpande resigned due to ill health w.e.f 24.06.2011. The Board appreciated his services.

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 31 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.

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

For and on behalf of the Board

Place: Mumbai Lalit Kumar Dangi

Date: 24.06.2011 Chairman

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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 22.88 20.54

Gross Profit / (Loss) before depreciation & Provision for Taxation 2.34 2.69

Depreciation 0.16 0.16

Provision for taxation 0.70 1.07

Taxation for earlier years (0.14) 1.45

Profit /(Loss)after taxation (PAT) 1.62 0.01

Balance brought toward from 22.25 22.24

Previous Years

Profit/Loss available for appropriations 23.86 22.25

REVIEW OF OPERATIONS

The earning on account of operation for the year was Rs.22.88 Lacs (Previous Year Rs. 20.54 Lacs)

DELISTING OF EQUITY SHARES FROM JAIPUR & AHMEDABAD STOCK EXCHANGES

The Company filed application for voluntarily delisting of Equity Shares of the Company from 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 company continue-to be listed with Bombay Stock Exchange Ltd.

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.

PERSONNEL

Your Directors place on record -their appreciation for the valuable contribution made by the staff members of the company. As required under provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

DIRECTORS

Mr. Ramesh Jain & Mr. TR Ramnathan retires 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(2A) 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 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. Lalit Kumar Pangi Director 4

Mr. Naval Agrawal Director 4

Mr. Ramesh Jain Director 3

AUDITORS

M/s. Amar Bafna & Associates, Chartered Accountants have shown their unwillingness 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 can for any further explanation.

ACKNOWLEDGEMENTS

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



For and on behalf of the Board



Place: Mumbai Lalit Kumar Dangi

Date: 25th June, 2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting the 15th Annual Report along with Audited Accounts of the Company for the year ended 31st March 2009.

FINANCIAL PERFORMANCE

2008-2009 2007-2008

(Rs. in Lacs) (Rs. In Lacs)

Gross Income 20.54 51.85 Gross Profit / (Loss) before depreciation

& Provision for Taxation 2.69 3.51

Depreciation 0.16 3.36

Provision for taxation 1.07 1.55

Taxation for earlier years 1.45 1.07

Profit /(Loss)after taxation (PAT) 0.01 0.74

Balance brought toward from 22.24 21.50

Previous Years

Profit/Loss available for appropriations 22.25 22.24



REVIEW OF OPERATIONS

The earning on account of operation for the year was Rs.20.54 Lacs (Previous Year Rs. 51.85 Lacs)

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.

PERSONNEL

Your Directors place on record their appreciation for the valuable contribution made by the staff members of the company. As required under provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report.

DIRECTORS

Mr. N. G. Deshpande & Mr. Naval Agrawal retires 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(2A) 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 31* March, 2009, 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 arid 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 31* March 2009 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 25.04.2008,31.07.2008,24.10.2008,30.01.2009. 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. Lalit Kumar Dangi Director 4

Mr. Naval Agrawal Director 4

Mr. Ramesh Jain Director 4

AUDITORS

M/s. Merita Singhvi & Associates, Chartered Accountants have shown their unwillingness 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 wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders, Brokers, Employees and Customers for their continued support to the Company.

For and on behalf of the Board

Place: Mumbai Lalit Kumar Dangi

Date: 6th July, 2009 Chairman