The Directors have pleasure in presenting the 22nd Annual Report and the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

During the year (2012-13) under review, Company has net profit of Rs. 3.27 Lakhs as against profit of Rs. 3.51 Lakhs in the previous year (2011-12).

OPERATION

During the year under review, the Company has total Revenue of Rs. Six Lacs two Thousand Five Hundred Nine Only.

DIVIDEND

Since there are no adequate distributable profits, your Directors are not in a position to recommend any dividend.

DIRECTORS

Shri N.K Tulshan, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment as Director of the Company.

FIXED DEPOSITS:

Your Company has not invited / accepted any Fixed Deposits as stipulated under Section 58A of the Companies Act, 1956.

AUDITORS:

M/s. I. K. Harlalka & Co., Chartered Accountants, Auditors of your Company will retire as Auditors of the Company at the conclusion of the 22nd Annual General Meeting and being eligible offer themselves for the reappointment.

AUDITORS' REPORT

Auditors' observation is self explanatory and is suitably explained in the Notes to the Accounts.

LISTING OF SECURITIES:

Presently, the Securities of the Company are listed on Stock Exchanges at Bombay and Madras. For delisting of securities from Madras Stock Exchange, pursuant to Special Resolution passed by the members of the Company, the Company had filed application with madras Stock Exchange, which is still pending.

SHARE TRANSFER SYSTEM:

M/s. Beetal Financial & Computer Services (P) Limited engaged by the Company are acting as Registrar and Share Transfer Agents of the Company. Transfers, Transmission etc. of shares are approved by the Shareholders/ Investors Grievance Committee of Directors which meets at a regular interval.

PARTICULARS OF EMPLOYEES:

No employee of the Company is in receipt of excess remuneration of the limits as stipulated under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE-CLAUSE 49 OF THE LISTING AGREEMENT:

In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Auditors certificate regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement and Management Discussion and Analysis are annexed as a part of Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 issued by N. Agarwal & Associates, Company Secretaries is annexed herewith.

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

As stipulated under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, information is enclosed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In order to comply with Section 217 (2AA) of the Companies Act, 1956 relating to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of final accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departure;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and the profit or loss of the Company for the year under review;

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

(iv) That the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the shareholders, bankers, and all concerned authorities for their timely cooperation and supports.

                            For and on behalf of the Board of

                            Directors

Place : New Delhi           N. K. Tulshan

Date : 31/07/2013           CHAIRMAN