Directors Report of Marvel Capital & Finance (India) Ltd.

Mar 31, 2015

I have great pleasure in presenting to you the 21th Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2015 and other accompanying reports, notes and certificates.

FINANCIAL RESULTS:

Year Ended Year Ended 31.03.2015 31.03.2014 (Rs. in Lacs) (Rs. in Lacs)

Total Income

Total Expenditure 3.22 0.15

Profit/(Loss) before Depreciation (3.22) (0.15)

Depreciation 0.01 0.09

Profit/(Loss) Before Tax (3.23) (.24)

Deferred Tax Charge

Net Profit/(Loss) (3.23) (.24)

Appropriations (375.48) (374.08)

Balance transferred to Balance Sheet (375.48) (374.08)

DIVIDEND:

In view of insufficient profit, the Directors have not recommended any Dividend for the year ended 31st March, 2015

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31st March, 2015 is decreased over the previous year.

COMPANY'S PERFORMANCE:

Due to variance in market conditions, the loss before tax was Rs. 3.23 Lacs as compare to loss of Rs.0.24 Lacs in the previous year..

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE USTINQS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2014-2015.

DEMATERIALISATION OF SHARES:

Company has dematerialized its shares with both depositories viz. Central Depository Services(India) Ltd.

(CDSL) and National Securities Depository Ltd. (NSDL)

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Mrs. Manju Rathi retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act 1956 the Directors confirm that.

1 In the preparation of the annual account for the year ended 31st March, 2015 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2 Appropriate accounting policies have been selected and applied consistently, and have made judgments' and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31, 2015 and Loss of the Company for the year.

3 proper and sufficient care has been taken for 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;

4 The annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the company's Equity shares in dematerialized from mandatory in the line with this, the company has entered into Tripartite Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialization at the earliest.

AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. S M Palsule Desai & Co., the retiring Auditors are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1 -B) of the companies act, 1956.

AUDITORS' REPORT:

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

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL

Foreign Exchange outgoing Rs. NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure- T.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - 'II'

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation tor the assistance and continued co operation extended by all its employees. Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

For MARVEL CAPITAL & FINANCE (INDIA) LTD.

Sandhya Badekar

DIRECTOR

Registered Office:

115B.SHALIMAR MIRACLE, OPP. ICICI BANK,

S V ROAD, GOREGAON WEST, MUMBAM00062.

Date : 08/09/2015

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Mar 31, 2014

TO THE MEMBERS,

On behalf of the Board of Directors I have great pleasure in presenting to you the 20th Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2014 and other accompanying reports, notes and certificates.

FINANCIAL RESULTS:

Year Ended Year Ended 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income

Total Expenditure 0.15 0.51

Profit/(Loss) before Depreciation (0.15) (0.51)

Depreciation 0.09 0.04

Profit/(Loss) Before Tax (0.24) (0.55)

Deferred Tax Charge

Net Profit/(Loss) (0.24) (0.55)

Appropriations (374.08) (373.53)

Balance transferred to Balance Sheet (374.08) (374.08)

DIVIDEND:

In view of insufficient profit, the Directors have not recommended any Dividend for the year ended 31st March, 2014

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31st March, 2014 is decreased over the previous year.

COMPANY''S PERFORMANCE:

Due to variance in market conditions, the loss before tax was Rs. 0.24 Lacs as compare to loss of Rs.0.55 Lacs in the previous year..

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2013-2014.

DEMATERIALISATION OF SHARES:

Company has dematerialized its shares with both depositories viz. Central Depository Services(India) Ltd.

(CDSL) and National Securities Depository Ltd. (NSDL)

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Shri. Pradeep Jain retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act 1956 the Directors confirm that.

1 In the preparation of the annual account for the year ended 31st March, 2014 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2 Appropriate accounting policies have been selected and applied consistently, and have made judgments'' and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31, 2014 and Loss of the Company for the year.

3 proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 The annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the company''s Equity shares in dematerialized from mandatory in the line with this, the company has entered into Tripartile Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialization at the earliest.

AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. S M Palsule Desai & Co., the retiring Auditors are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1-B) of the companies act, 1956.

AUDITORS'' REPORT:

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

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL Foreign Exchange outgoing Rs. NIL MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure- ''I''.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - ''II''

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co operation extended by all its employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

For and on behalf of Board of Directors

Saurabh Rathi

DIRECTOR

Registered Office:

4, Gyan Nagar, L.T. Road,

Borivali (West), Mumbai-400 0092.

Date : 31.07.2014

---

Mar 31, 2013

TO THE MEMBERS,

The behalf of the Board of Directors I have great pleasure in presenting to you the 19th Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2013 and other accompanying reports, notes and certificates.

FNANCIAL RESULTS:

YearEnded YearEnded 31.03.2013 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

Total Income 117.69

Total Expenditure 0.67 348.28

Profit/(Loss) before Depreciation (0.67) (230.59)

Depreciation 0.04 0.05

ProfiV(Loss) Before Tax (0.71) (230.65)

Deferred Tax Charge (0.01)

Net Profit/(Loss) (0.71) (230.66)

Appropriations (373.53) (142.87)

Balance transferred to Balance Sheet (374.23) (373.53)



DIVIDEND:

In view of insufficient profit, the Directors have not recommended any Dividend for the year ended 31st March, 2013

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31st March, 2013 is decreased over the previous year.

COMPANY''S PERFORMANCE:

Due to variance in market conditions, the loss before tax was Rs. .55 Lacs as compare to profit of Rs. 230.66 Lacs Lacs in the previous year..

PUBLIC DEPOSES:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE LISTNGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2012-2013.

DEMATERIALISATION OF SHARES:

Company has dematerialized its shares with both depositories viz. Central Depository Services(lndia) Ltd.

(CDSL) and National Securities Depository Ltd. (NSDL)

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Smt. Manju Rathi retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers herself for re-appointment. Your Directors recommend her reappointment.

DIRECTORS RESPONSIBHJTY STATEMENT:

Pursuant to section 217{2AA) of the Companies Act 1956 the Directors confirm that.

1 In the preparation of the annual account for the year ended 31st March, 2013 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2 Appropriate accounting policies have been selected and applied consistently, and have made judgments'' and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31, 2013 and Loss of the Company for the year.

3 proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 The annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the company''s Equity shares in dematerialized from mandatory in the line with this, the company has entered into Tripartite Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialization at the earliest.

AUDfTORS:

Members are requested to appoint Auditors and fix their remuneration. , the retiring Auditors are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1-B) of the companies act, 1956.

AUDITORS''REPORT:

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

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL Foreign Exchange outgoing Rs. NIL MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure- ''I''.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - ''II''

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co operation extended by all its employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.



For MARVEL CAPITAL & FINANCE (INDIA) LTD.

Saurabh Rathi

MANAGING DIRECTOR

Registered Office:

4, Gyan Nagar, L.T. Road,

Borivali (West), Mumbai-400 0092.

Date : 31/07/2013

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Mar 31, 2012

TO THE MEMBERS,

The behalf of the Board of Directors I have great pleasure in presenting to you the 18th Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2012 and other accompanying reports, notes and certificates.

FINANCIAL RESULTS

Year ended Year Ended 31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. in Lacs)

Total Income 186.85

Total Expenditure 213.01

Profit/(Loss) before Depreciation (26.29)

Depreciation 0.05

Profit/(Loss) Before Tax (26.24)

Deferred Tax Charge (0.01)

Net Profit/(Loss) (0.01)

Appropriations (116.68)

Balance transfered to Balance Sheet (145.90)

DIVIDEND:

In view of insufficient loss,.the Directors have not recommended any Dividend for the year, ended 31 st March, 2012

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31 st March, 2012 is decreased over the previous year.

COMPANY''S PERFORMANCE:

With the improvement in economic activities of the Company the same was resulted in increase of Sales & Other income during the year 2010-12 as compare to Rs. 238.66 Lacs in the previous year.

Due to variance in market conditions, the loss before tax was Rs. 00.00 Lacs as compare to loss Rs. 26.24 Lacs in the previous year. However after Defered tax charged the Company reported Net toss of Rs. 00.00 Lacs as compare to Net Profit of Rs. 26.23 Lacs in the previous year.

PRUDENTIAL NORMS AND GUIDELINES FOR NONBANKING FINANCIAL COMPANIES:

The Directors wish to state that your company continues to comply with all the prudential norms prescribed by the RBI governing capital adequacy, provisioning of bad and doubtful debts and income recognition norms.

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company is accounting to pay annual listing fees to the above Exchange for the year 2012-2013.

DEMATERIALISATION OF SHARES:

Company has dematerialised its shares with both depositories viz. Central Depository Services(lndia) Ltd.

(CDSL) and National Securities Depository Ltd. (NSDL)

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Shri Laxmi Kumar Saboo retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

Compliance Officer Mr. Saurabh Rathi appointed as compliance officer in of Mr. Akhilesh Kothari w.e.f. 14.8.2012

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act. 1956 the Directors confirm that

1. In the preparation of the annual account for the year ended 31 st March, 2012 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31,2012 and Loss of the Company for the year.

3 proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 The annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the company''s Equity shares in dematerialised from mandatory in the line with this, the company has enetered Into Tripartite Agreement with Central Depositoiy Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialisation at the earliest.

AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s NGS & Co., is retiring Auditors of the co. & in place of the M/s NGS & Co. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1 -B) of the companies act, 1956.

AUDITORS''REPORT:

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

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL

Foreign Exchange outgoing Rs. NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Usting Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure- ''I''.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure -''I''

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co operation extended by all its employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

For and on behalf of Board of Directors

Shalini Saboo

MANAGING DIRECTOR

Registered Office:

20, Podar Chambers,

S. A. Brelvi Road,

Fort, Mumbai - 400023.

Date: 14.08.2012

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Mar 31, 2010

On behalf of the Board of Directors I have great pleasure in presenting to you the 16th Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2010 and other accompanying reports, notes and certificates.

FINANCIAL RESULTS:

Year Edned Year Ended

31.03.2010 31.03.2009

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

Total Income 130.47 40.50

Total Expenditure 105.84 24.84

Profit/(Loss) before Depreciation 24.58 15.60

Depreciation 0.05 0.05

Profit/(Loss) Before Tax 24.63 15.65

Deferred Tax Charge 0.91 (.81)

Fringe Benefit Tax - 27

Net Profit/(Loss) 23.72 16.19

Appropriations (140.40) (156.59)

Balance transfered to Balance Sheet (116.68) (140.40)

DIVIDEND:

In view of insufficient profit, the Directors have not recom- mended any Dividend for the year ended 31st March, 2010

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31st March, 2010 is increased over the previous year.

COMPANY’S PERFORMANCE:

With the improvement in economic activities of the Company the same was resulted in increase of Sales & Other income during the year 2009-10 to Rs. 68.26 Lacs as compare to Rs. 41.94 Lacs in the previous year.

Due to improvement in market conditions, the Profit before tax was increased Rs. 24.63 Lacs as compare to profit of Rs. 15.65 Lacs in the previous year. However after Defered tax charged Fringe Benefit Tax the Company reported Net Profit of Rs. 23.72 Lacs as compare to Net Profit of Rs. 16.19 Lacs in the previous year.

PRUDENTIAL NORMS AND GUIDELINES FOR NON- BANKING FINANCIAL COMPANIES:

The Directors wish to state that your company continues to comply with all the prudential norms prescribed by the RBI governing capital adequacy, provisioning of bad and doubtful debts and income recognition norms.

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2010- 2011.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES :

The suspension in trading of equity shares of our company has already been revoked w.e.f. Wednesday, July 28, 2010 . The trading in the securities of the company will be resumed in "B" group.

DEMATERIALISATION OF SHARES:

Company has dematerialised its shares with both depositories viz. Central Depository Services(India) Ltd. (CDSL) and National Securities Depository Ltd. (NSDL)

PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Shri Sanjiv Mehrotra retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act. 1956 the Directors confirm that

1. In the preparation of the annual account for the year ended 31st March, 2010 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2. appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31, 2010 and Profit of the Company for the year.

3 proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 the annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the companys Equity shares in dematerialised from mandatory in the line with this, the company has enetered into Tripartile Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialisation at the earliest.

AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s NGS & Co., the retiring Auditors are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1-B) of the companies act, 1956.

AUDITORS’ REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL Foreign Exchange outgoing Rs. NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure- I.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - `II

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by all its employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

For and on behalf of Board of Directors

Shalini Saboo

MANAGING DIRECTOR

Registered Office:

20, Podar Chambers,

S. A. Brelvi Road,

Fort, Mumbai - 400023.

Date : 31.07.2010

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Mar 31, 2009

The Directors hereby present their Fifteenth Annual Report on the business and operations of your company and audited statement of accounts for the year ended 31 st March, 2009.

FINANCIAL RESULTS:

Year Edned Year Ended 31.03.2009 31.03.2008 (Rs. in Lacs)
Total Income 40.50 205.53

Total Expenditure 24.84 202.06

Prcfit/(Loss) before Depreciation 15.60 3.44

Depreciation 0.05 0.03

Profit/(Loss) Before Tax 15.65 3.47

Deferred Tax Change (.81) --

Fringe Benefit Tax .27 0.46

Net Profit/(Loss) 16.19 3.01

Appropriations (156.59) (159.60)

Balance transfered to Balance Sheet (140.40) (156.59)

DIVIDEND:

In view of insufficient profit, the Directors have not recom- mended any Dividend for the year ended 31 st March, 2009

OPERATIONS:

Due to variance in market conditions, the performance of the company for the year ended on 31 st March, 2009 is decreased over the previous year.

COMPANYS PERFORMANCE:

With the non-improvement in economic activities of the Company the same was resulted in decrease of Sales & Other income during the year 2008-09 to Rs. 41.94 Lacs as compare to Rs. 175.52.08 Lacs in the previous year.

Due to improvement in market conditions, the Profit before tax was increased Rs. 15.65 Lacs as compare to profit of Rs. 3.47 Lacs in the previous year. However after Defered tax charged Fringe Benefit Tax the Company reported Net Profit of Rs. 16.19 Lacs as compare to Net Profit of Rs. 3.01 Lacs in the previous year.

PRUDENTIAL NORMS AND GUIDELINES FOR NON- BANKING FINANCIAL COMPANIES:

The Directors wish to state that your company continues to comply with all the prudential norms prescribed by the RBI governing capital adequacy, provisioning of bad and doubtful debts and income recognition norms.

PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchanges for the year 2009-2010.

PARTICULARS REGARDING EMPLOYEES:

information required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 is not applicable to the Company during the year under review.

DIRECTORS:

Shri Praveen Jhangania retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act. 1956 the Directors confirm that

1. In the preparation of the annual account for the year ended 31st March, 2009 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

2. appropriate accounting policies have been selected arid applied consistently, and have madejudgemehts and estimates that are reasonable and prudent-so as to give a True & Fair View of the state" of affairs of the Company as at March 31, 2009 and Profit of the Company for the year.

3 proper and sufficient care has been taken for the • maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4 the annual accounts have been prepared on a going concern basis.

DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the companys Equity shares in dematerialised from mandatory in the line with this, the company has enetered into Tripartite Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics- (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialisation at the earliest.

AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s NGS & Co., the retiring Auditors are eligible . for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, will be within the prescribed limit under section 224(1-B) of the companies act, 1956.

AUDITORSREPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

FOREIGH EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earnings Rs. NIL Foreign Exchange outgoing Rs. ML

MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note onf management discussion and analysis with regards to company perception. A report on the same is given separately asAnnexure-T.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with Stock Exchanges, your Company was required to implement the code of Corporate Governance. Accordingly, your company has complied in all material respects with the features of the said code. A report on the same is given separately as Annexure-II.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by all fts employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

For and on behalf of Board of Directors

Shalini Saboo MANAGING DIRECTOR

Registered Off ice:

20, Podar Chambers, S. A. Breivi Road, Fort, Mumbai - 400023.

Date: 30.06.2009