Directors Report of Inani Securities Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 30^th Annual Report of the Company, together with Financial
Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The Company''s financial performance for the year ended 31st March 2024 is summarized below:

Rs. in I akhs

Particulars	Year Ended 31st	Year Ended 31st
	March 2024	March 2024
Total Revenue	423.44	179.13
Profit before Interest, Depreciation & Tax	230.33	-10.67
Profit before Depreciation & Tax	207.61	-33.71
Profit before Tax & Exceptional Items	172.45	-67.03
Prior year Adjustment & Exceptional Items	(6.96)	127.67
Net Profit before taxation	179.41	60.64
Provision for Tax
Current Tax	48.28	16.50
Deferred Tax	-0.88	-1.00
Net Profit	132.00	45.14
Balance brought forward from the last year	1298.40	1253.24
Earlier year Tax	0	0
Depreciation / Deferred Tax Adjustments	0	0
Profit available for appropriation	132.00	45.14
Proposed Dividend	NIL	NIL
Balance Carried to Balance Sheet	1430.40	1298.39

Company Performance:

During the year under review, the company performed well as the net profit of the Company increased to Rs.
132.00 Lacs when compared with the previous year Net Profit of Rs. 45.14 Lacs.

Dividend:

Your directors do not recommend any dividend for the year under review, and has decided to retain the
surplus with the company for furthering the growth of the company.

Reserves:

The entire Net profit of the company for the FY 2023-24 is retained as Surplus. The Company has not
proposed to transfer any amount to any reserve.

Deposits:

During the year under review, your company has not accepted any deposits from public within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) rules 2014. There are
no public deposits, which are pending for repayments.

Particulars of Loans, Guarantees or Investments:

Loans and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.

Further, it is informed that the Company has neither given any guarantees nor provided any security during
the financial year under review.

Director''s Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed and there

are no material discrepancies:

(ii) The directors have 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 state of affairs of
the Company at the end of the financial year and of the profit and loss of the Company for that period:

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act,2013 (erstwhile Companies Act, 1956) for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) The directors have prepared the annual accounts on a going concern basis:

(v) The directors have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively:

(vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws
and that such system was adequate and operating effectively.

Particulars of Contracts or arrangements made with related parties:

During the year, the Company has not entered into any contract or arrangements with related parties which
could be considered ''material'' according to the policy of the Company on Materiality of Related party
Transaction.

HUMAN RESOURCE MANAGEMENT:

To ensure good human resources managements at Inani Securities Limited, we focus on all aspects of the
employee''s life cycle. This provides a holistic experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill- development, engagement and volunteering
programmers. All the while, we create effective dialogues through our communication channels to ensure
that the feedback reach the relevant teams, including the leadership.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under Section 197 (12) of the Companies Act, 2013, and Rule 5 (1)(2) & (3) of the companies (Appointment &
Remuneration) Rules, 2014, no remuneration is being paid to Mr. Vishnukanth Inani, whole time director of
the company and also no remuneration is being paid to Mr. Lakshmikanth Inani, Managing Director of the
Company.

PARTICULARS OF THE EMPLOYEES:

The provision of Section 197 (12) read with the relevant rules is not applicable to the Company during the
year under review.

The Company continues its focus on retention through employee engagement initiatives and provides a
holistic environment where employees get opportunities to realize their potential.

KEY MANAGERIAL PERSONNEL:

Managing Director or Chief Executive Officer or manager and in their absence, a Whole-Time Director

(i) Mr. Lakshmikanth Inani, Din (00461829) is the Managing Director of the Company.

(ii) Mr. Vishnukanth Inani, Din (00571377) is the Whole Time Director of the Company.

CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under (listing Obligation and Disclosure Requirement)
Regulation 2015 is not appended to this report as it is not applicable to the Company. Since the paid up
Capital of the Company is less then Rs.10 Crores and Net worth of the Company is less than Rs.25 Crores,
Corporate Governance is not applicable.

AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE:

As required under (Listing Obligations and Disclosure Requirement) Regulation 2015, the Auditor''s Certificate
on Corporate Governance is not appended to this report as it is not applicable to the Company.

COMPLIANCE DEPARTMENT:

During the year under review Mr. Lakshmikanth Inani, is the Managing Director cum Compliance Officer of
the Company. Details of Complaints / requests received, resolved and pending during the Financial Year
2023-2024.

DURING THE QUARTER	RECEIVED	RESOLVED	PENDING
NIL	NIL	NIL	NIL

The Compliance department of the Company is responsible for independently ensuring that the operating
and business units comply with regulatory and internal guidelines. New instruction/guidelines issued by the
regulatory authorities were disseminated across the company to ensure that the business units operate
within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated
in course of their activities & processes.

> INFORMATION ON THE BOARD OF DIRECTORS OF THE COMPANY:

COMPOSITION OF THE BOARD OF DIRECTORS AS ON THE DATE OF 31ST MARCH, 2024 IS MENTIONED
BELOW:

NAME OF THE DIRECTOR	DESIGNATION	CATEGORY
Lakshmikanth Inani	Managing Director	Executive Director
Vishnukanth Inani	Whole Time Director	Executive Director
Mr.Anand Rameshchandra Chandak	Director	Independent Director
Dhanraj Soni	Director	Independent Director
Rama Kabra	Director	Independent Director

BOARD DIVERSITY:

The Company recognized and embraces the important of a diverse board in its success. We believe that a
truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age, ethnicity, race and gender which will help us, retain
our competitive advantage.

DETAILS WITH REGARDS TO MEETING OF BOARD OF DIRECTOR OF THE COMPANY:

During the FY 2023-2024, 4 Meeting of Board of Director of the Company were held as on 26^th May 2023,
11^th August 2023, 13^th November 2023, 13^th February 2024.

NAME OF THE DIRECTOR	BOARD MEETING ATTENDED DURING THE YEAR	WHETHER LAST AGM ATTENDED
Mr.Lakshmikanth Inani	4	YES
Mr.Vishnukanth Inani	4	YES
Mr.Anand Rameshchandra Chandak	1	YES
Mr.Dhanraj Soni	4	YES
Mrs.Rama Kabra	3	YES

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNRETION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to
maintain the independent of the Board, and separate its functions of governance and management. As on
31st July 2023, the Board consists of 5 Members, 2 of whom are Executive Directors. 3 are Independent
Directors. The Board periodically evaluates the need for change in its composition and size.

Declaration by Independent Directors on Annual Basis:

The Company has received necessary declarations from each Independent Director i.e. Mr. Anand
Rameshchandra Chandak , Mr. Dhanraj Soni and Mrs. Rama Kabra under Section 149(7) of the Companies
Act, 2013, that he /she meets the criteria of independence laid down in section 149(6) of the Companies Act,
2013, and the same are enclosed to this Annual Report.

Demise of Independent Director:

Mr.Anand Rameshchandra Chandak, Director of the Company have Expired on 05/10/2023.

BOARD''S COMMITTEES:

Currently, the Board has three committees, the Audit Committee, The Nomination and Remuneration
Committee, the Stake Holders Relationship Committee. All the committees are appropriately constituted. A
detailed note on the Board and its Committees, including the details on the dates of Committee Meeting is
provided below in the Annual Report. The Composition of the Committees and Compliances as per the
applicable provisions of the Act and Rules, are as follows:

AUDIT COMMITTEE:

The Primary purpose of the Audit Committee of the Company as per the provisions of Section 177 of the
Companies Act, 2013 is to assist the Board of Directors (the ''''Board'''') of M/s. Inani Securities Limited, (the
''''Company'''') in fulfilling its oversight responsibilities with respect to¬
> Overseeing the Company''s Financial Reporting process and disclosure of financial information to ensure
that the Financial Statements are correct, sufficient and credible;

> reviewing and examination with management the quarterly financial results before submission to the
Board;

> reviewing and examination with management the annual financial statements before submission to the
Board and the auditor''s report there on;

> review management discussion and analysis of the financial condition and result of operations;

> scrutiny of inter- corporate loans and investments made by the Company;

> reviewing with management the annual financial statements as well as investments made by the unlisted
subsidiary companies;

> reviewing, approving or subsequently modifying any related party transactions in accordance with the
related party transactions policy of the Company;

> approving the appointment of the Chief Financial Officer after assessing the qualification, experience and
background, etc. of the candidate;

> recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the
Company and approval for payment of any other services;

> reviewing and monitoring the auditor''s independence and performance and effectiveness of audit
process;

> reviewing management letters/letters of internal control weaknesses issued by the Statutory Auditor''s

> discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well
as having post-audit discussion to ascertain area of concern, if any;

> reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control
system;

> recommending appointment, remuneration and terms of appointment of internal Auditors of the
Company;

> reviewing the adequacy of internal audit function and discussing with Internal Auditor''s any significant
finding and reviewing the progress of corrective action on such issues;

> evaluating internal financial control and risk management systems;

> valuating the functioning of Whistle Blowing Mechanism;

COMPOSITION:

The Audit Committee consists of the Three Independent Directors, Mr. Anand Rameshchandra Chandak is

being designated as the Chairman of the Audit Committee Mrs. Rama Kabra and Mr. Dhanraj Soni as the

Members of the Audit Committee.

The Committee met 4 times during the Financial Year 2023-2024. The attendance record of the members at

the meeting was as follows:

NAME OF THE COMPANY MEMBERS	DESIGNATION/ CATEGORY	NO. OF MEETING HELD	NO. OF MEETING ATTENDED
Mr.Anand Rameshchandra Chandak	Chairman/Independent Non- Executive Director	4	2
Mrs.Rama Kabra	Member/ Independent Non- Executive Director	4	3
Mr.Dhanraj Soni	Member/ Independent Non- Executive Director	4	4

> NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board has been constituted to bring on board the
independent approach towards determining the remuneration payable/to be paid to the Directors and Key
Managerial Personnel of the Company and to formulate policy of recruitment of the one level below the Key
Managerial Personnel.

The Broad terms of reference of the Nomination and Remuneration Committee are as under:

Recommend to the board the set up and composition of the board and its committees. Including the
"formulation of the criteria for determining qualifications, positive attributes and independence of a
director''''. The committee will consider periodically reviewing the composition of the board with the
objective of achieving an optimum balance of size, skills, independence, age, gender and experience.

• Recommend to the board the appointment of key managerial personnel (''''KMP'''' as defined by Act) and
executive team members of the Company (as defined by this committee).

• Carry out evaluation of every director''s performance and support the board and Independent Director''s in
evaluation of the performance of the board, its committees an Individual Directors. This shall include''''
formulation of criteria for evaluation Independent Director''s and the board''''.

• Recommend to the board the remuneration policy for directors, executive team or key managerial
personnel as well as the rest of the employees.

• On an annual basis, recommend to the board the remuneration payable to the directors and oversee the
remuneration to executive team or key managerial personnel of the Company.

• Oversee familiarization programmed for directors.

• Oversee the human resource philosophy, human resource and people strategy and human resource
practices including those for leadership development, rewards and recognition, talent management and
succession planning (specifically for the board, key managerial personnel and executive team).

• Performing such other duties and responsibility as may be consistent with the provisions of the
committee charter.

The Remuneration Committee consists of two independent directors- Mrs. Rama kabra the Chairman of the
Committee and Mr. Anand Ramesh Chandak and one Director Mr. Vishnukanth Inani as members of the
Committee.

The Committee met 1 time during the financial year 2023-2024 on 31/05/2024 the attendance record of the
members at the meeting was as follows:

Name of the Company Members	Designation / Category	No. of meeting Held	No. of meeting Attended
Mrs.Rama Kabra	Chairman/Independent Non- Executive Director	1	1
Mr.Anand Rameshchandra Chandak	Member/ Independent Non- Executive Director	1	1
Mr. Vishnukanth inani	Member/ Director	1	1

The details of remuneration for the year ended 31st March 2024, to the Executive Directors are as follows:

Name	Designation	Remuneration
Lakshmikanth Inani	Managing Director	NIL
Vishnukanth Inani	Whole Time Director	NIL

The Company has paid sitting fees of Rs.1500/- per meeting of Board and Rs.500/- per meeting of Committee
to Non-Executive Directors during the Financial Year 2023-2024.

REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

1. Scope:

The policy sets out the guiding principles for the Nomination and Remuneration Committee for
recommending to the Board the remuneration of the directors, key managerial personnel and other
employees of the company.

2. Policy:

i. Remuneration to Executive Director and key Managerial Personnel.

ii. The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review
and approve the remuneration payable to the Executive Director of the Company within the overall
approval by the shareholders.

iii. The Board on the recommendation of the Nomination and Remuneration Committee shall also review
and approve the remuneration payable to key Managerial Personnel of the Company.

iv. The remuneration structure to the Executive Director and Key Managerial Personnel shall include the
following components:

i. Basic pay

ii. Perquisites and Allowances

iii. Stock options

iv. Commission (Applicable in case of Executive Directors)

v. Retiral benefits

vi. Annual Performances Bonus.

v. The annual plan and objectives for Executive Committee shall be reviewed by the NR Committee and
annual performance bonus will be approved by committee based on the achievement against the annual
plan and objectives.

3. Remuneration to Non - Executive Director.

i. The Board on the recommendation of the NR Committee shall review and approve the remuneration
payable to the Non- Executive Directors of the Company within the overall limits approved by the
shareholders as per provisions of the Companies Act 2013.

ii. Non- Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the
Committees there of. The Non- Executive Directors shall also be entitled to profit related commission in
addition to the sitting fees.

4. Remuneration to other Employees.

Employees shall be assigned grades according to their qualifications and work experience, competencies
as well as their roles and responsibilities in the organization. Individual remuneration shall be determined
within the appropriate grade and shall be based on various factors such as job profile skill sets,
experience and prevailing and remuneration levels for equivalent jobs.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

i. This Committee is responsible, interlaid to specifically look into the redresell of grievances of
shareholders, debenture holders and other security holders including complaints related to transfer of
shares, non- receipt of Balance Sheet, non- receipt of declared dividends etc.,

ii. One meeting of stake holders ''relationship committee was held during the year on March 24^th 2024.

iii. The composition of ''Stakeholders'' Relationship Committee and the details of meeting attendance by its
members are given below:

Name	Designation/Category	No. of Meeting Held	No. of Meeting Attended
Mr. Dhanraj Soni	Chairman/Independent Non- Executive Director	1	1
Mrs.Rama Kabra	Member/ Independent Non- Executive Director	1	1
Mr.Anand Rameshchandra Chandak	Member/ Independent Non- Executive Director	1	1

BOARD EVAULTION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made
there under, the Independent Directors of the Company had a Meeting on 24/3/2024 without attendance of
Non-Independent Directors and Members of Management. In the meeting the following issues were taken
up:

(a) Review of the performance of Non-Independent Directors and the Board as a whole.

(b) Review of the performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;

(C) Assessing the quality, quantity and timeliness of flow of information between the company management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has 3 (Three) Non- Independent Directors Namely:

1. Mr. Anand Rameshchandra Chandak

2. Mr. Dhanraj Soni

3. Mrs. Rama Kabra.

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following
Aspects:

> Preparedness for Board/Committee meetings.

> Attendance at the Board/ Committee meetings.

> Guidance on Corporate Strategy, risk policy, Corporate Performance and Overseeing acquisitions and
disinvestments.

> Monitoring the effectiveness of the company''s governance practices.

> Ensuring a transparent board nomination process with diversity of experience, knowledge
perspective in the Board.

Ensuring the integrity of the Company''s accounting and financial reporting systems, including the
independent audit, and that appropriate system of control are in place, in particular, system for
financial and operating control and compliance with the law and relevant standards.

Listing:

The equity shares of M/s. Inani Securities Limited (Scrip Code: 531672) are listed at BSE Platform. The
Company has paid the Listing Fees to the Exchange for the year 2023-2024.

Capital / Finance:

During the year, the company did not allot any shares to its shareholders. As on 31st March 2024, the issued,
subscribed and paid-up share capital of the company stood at Rs.4,55,77,000/-, comprising 45, 57,700 equity
shares of Rs.10/-.each.

Nature of Business:

There has been no change in the nature of Business of the Company.

Auditors:

Statutory Auditors:

At the AGM held on 27th September 2023 the Members approved appointment of_M/s. G.D. Upadhyay &
Company, Chartered Accountants, Hyderabad (Firm Reg.No.05834S)_as Statutory Auditors of the Company to
hold office for a period of Five Years from the conclusion of that AGM, subject to ratification of their
appointment by Members at every AGM, if so required under the Act. The requirement to place the matter
relating to auditors for ratification by Members at every AGM has been done away by the Companies
(Amendment) Act, 2017 with effect from May 7 2018. Accordingly, no resolution is being proposed for
ratification of statutory auditors at ensuing AGM. The Auditors report for FY 2023-2024 does not contain any
qualification, reservation, adversary mark or disclaimer.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment if
made, shall be in compliance with the provisions of section 139 and 141 of the Companies Act, 2013.

Secretarial Auditors:

M/s. Loya & Associates, Company Secretary in practice, was appointed to conduct the Secretarial Audit of
the Company for the FY. 2023-2024, as required under the Section 204 of the Companies Act, 2013 and Rules
there under. The Secretarial Audit Report for the FY 2023-2024 is appended as Annexure II to this report.

Comments of the Board on the qualification/ reservation/ adverse remarks/ disclosure made by the
Statutory Auditors in the Secretarial Audit Report.

(i) The Auditor''s report does not contain any qualifications, reservations or adverse remarks by the
Secretarial Auditor''s in the Secretarial Audit Report.

(ii) The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

Internal Financial Control:

The Board has adopted the policies and procedures for orderly and efficient conduct of its business, including
adherence to Company''s Polices, the safe guarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

Risk Management:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management
Policy and the Board of Directors of the company reviews the same periodically. The company''s risk
management approach comprises governance of risk, identification of risk, and assessment of control of risk.
The risk has been prioritized through a companywide exercise. Members of Senior Management have
undertaken the ownership and working on mitigating the same through co-ordination among the various
departments, insurance coverage security policy and personal accident coverage for lives of all employees.
At present the company has not identified any element of risk which may threaten the existence of the
Company.

Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to
fraud, malpractice or any other activity or event which is against the interest of the Company. The same has
been disclosed in this Annual Report under the heading Whistle Blower Policy, which forms parts of the
Director''s Report.

Statement on Material Subsidiary:

The Company currently does not have any Material Subsidiary.

Corporate Social Responsibility:

The company has not developed and implemented any Corporate Social Responsibility initiatives as the
provision of section 135 of the Company Act, 2013 are not applicable to the company.

Particulars on conservation of energy, research and development, technology absorption and foreign
exchange earnings and outgo:

Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken into any foreign
exchange and outgo and as a result, there is no foreign exchange money used or earned in the financial year
2023-2024.

Foreign Exchange Earnings and Outgo:

During the year no foreign exchange transaction occurred. The Company did not enter into any foreign
exchange and outgo and as a result, there is no foreign exchange money used or entered in financial year
2023-2024.

Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiaries.and Joint Ventures or Associate Company.

Research and Development & Technology Absorption:

The Company has not adopted any Technology for its business and hence no reporting is required to be
furnished under this heading. The Company will adopt necessary technology as and when required in the
furtherance of the Business.

Extract of Annual Returns:

In accordance with Section 134(3) (a) and Section 92 (3) of the Companies Act, 2013, an extract of the Annual
Returns in the prescribed format is appended as Annexure I to this Report.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company''s operations in future.

Prevention of Sexual Harassment at Workplace:

The Company is committed to provide a safe and conducive work environment to its employees. Your
director''s further state that during the year under review, there was no case filed pursuant to the Sexual
Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013.

Secretarial Standards:

The Directors State that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to "Meeting of the
Board of Directors" and "General Meetings", respectively, have been duly followed by the Company.

Other Disclosures:

Your Directors State that no disclosure or reporting in respect to the following items as there were no
transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employee of the company under any scheme.

(iii) Redemption of preference Shares and /or Debentures.

DISCLOSURES:

DETAILS OF RELATED PARTY TRANSACTION:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the
Companies Act 2013, is prescribed in this Annual Report as mentioned in the Financial Statements.

WHISTLE BLOWER POLICY:

The Board of Directors of Company has adopted the Whistle Blower Policy. Employees can report to the
Managements concerned unethical behavior, act or suspected fraud or violation of the Company''s Code of
conduct Policy no employee has been denied access to the Audit Committee.

CODE OF CONDUCT:

In pursuance of the Securities and Exchange Board of India (prohibition of Insider Trading) Regulation 2011,
the Board has approved the Code of conduct for prevention of Insider Trading and authorized the Audit
Committee to implement and monitor the various requirements as set out in code.

ACKNOWLEDGEMENT:

Your director''s wish to place on record their appreciation for the contribution made by the employees at all
levels but for whose hard work and support, your company''s achievements would not have been possible.
Your directors also wish to thanks its customers, agents, investors and bankers for their continued support
and faith reposed in the company.

BY ORDER OF THE BOARD OF DIRECTOR FOR
INANI SECURITIES LIMITED

SD/- SD/-

LAKSHMIKANTH INANI VISHNUKANTH INANI

DATE:28/05/2024 (DIN: 00461829) (DIN: 00571377)

PLACE: HYDERABAD MANAGING DIRECTOR WHOLE TIME DIRECTOR

---

Mar 31, 2014

The Members,

Directors have pleasure in presenting the 20th Annual Report of your company on the business operations together with the audited financial accounts for the financial year ended 31st March, 2014.

A snapshot of the Financial performance of the company for the year 2013-14 is as under:

Year ended Year ended 31st March 2014 31st March 2013 Particulars (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 177.83 198.93

Profit before Interest, Depreciation & Tax 69.26 70.00

Profit before Depreciation & Tax 31.27 23.37

Profit Before Tax & Execptional Items 16.98 10.77

Prior year Adjustment & Execptional Items 27.87 15.74

Net Profit Before taxation 44.85 26.51

Less : Provision for Tax

- Current tax 8.55 5.05

- Deferred Tax 1.23 2.39

Net Profit 35.08 19.07

Add : Balance brought forward from the last year 873.99 850.69

(Earlier Year Tax)/Refund (1.30) 4.23

Profit available for approriation 907.77 873.99

Proposed Dividend - -

Balance carried to Balance Sheet 907.77 873.99

During the year under review the financial year 2013-14 was marked by a fairly tough financial environment due to slowdown in some of the major economies of the world. Reflecting the subdued scenario, the Net profit after tax of your company stood at Rs. 35.08 Lacs.

Keeping in view the future expansion plans and capital requirements of the company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any dividend for the year 2013-14.

Mr. Dhanraj Soni retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Suresh Jankiram Kabra has been ceased to be a Director of the Company w.e.f. 29.12.2013 due to his death which has been taken on record in the Board Meeting held on 31. 01.2014. The Board of Directors condolense the untimely demise of Mr. Suresh Jankiram Kabra and took on record the invaluable contributions made by him towards the progress of the Company.

The Board in its meeting held on 25th March 2014 had appointed Mrs Rama Kabra to fill the casual vacancy caused due to death of Mr Suresh Jankiram Kabra.

M/s. G.D. Upadhyay & Co., Chartered Accountants(Firm Registration No. 05834S), Auditors of the Company hold office till conclusion of the ensuing Annual General Meeting of the company and are eligible for re-appointment. The Company is in receipt of confirmation from M/s. G.D. Upadhyay & Co, that in the event of their re-appointment as statutory auditors of the Company, such re-appointment will be within the prescribed limits specified U/s 141(3)(g) of the Companies Act, 2013. The Board of Directors proposes to re-appoint them for another term and will hold office till the conclusion of the next Annual General Meeting.

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd., (B S E). The company has paid upto date annual listing fees of the Stock Exchange.

Your company has neither invited nor accepted any deposits from public during the year under review.

The company engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as :

· Installation of TFT monitors that save power

· Automatic power shutdown of idle monitors.

· Creating environmental awareness by way of distributing information in electronic form.

· Minimising air-conditioning usage

· Shutting off all the lights when not in use

· Education and awareness programmes for employees.

The management understands the importance of technology in the business segments it operates and lays utmost emphasis on system development and the use of best technology available in the industry. The management keeps itself abreast with technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet business needs and objectives.

c) FOREIGN EXCHANGE EARNINGS/OUTGO

There are no FOREX transactions during the year under review.

No employee of your company is in receipt of remuneration of Rs. 60 lakhs P.A. or part thereof pursuant to Section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees), Rules 1975 as amended.

The company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Securities and Exchange Board of India and stock Exchanges, As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from M/s. G.D. Upadhyay & Co., Chartered Accountants, the Statutory Auditors, regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report on Corporate Governance.

Pursuance to provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your

company confirm that :

i. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation prelating to material departures, if any, therefrom; ii. appropriate Accounting policies have been selected and applied them consistently.

The Judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2014 and of the profit of company for the said period. iii proper and sufficient care has been taken for the maintenance of 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. the annual Accounts have been prepared on a going concern basis.

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory bodies, stake holders and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all employees at all levels of the company. We look forward to their continued support in the future.

By order of the Board

Sd/- Chairman Place : Hyderabad Registered Office Date : 31.07.2014 G-15, Raghava Ratna Towers, 5-8-352/14 & 15, Chirag Ali Lane, Hyderabad - 1. CIN No : L67120AP1994PLC017583

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 19th Annual Report of your company on the business operations together with the audited financial accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

A snapshot of the Financial performance of the Company for the year 2012-13 is as under:

Year ended Year ended Particulars 31st March 2013 31st March 2012 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 198.93 231.73

Profit before Interest, Depreciation&Tax 70.00 89.57

Profit before Depreciation & Tax 57.40 47.58

Profit Before Tax & Execptional Items 10.77 35.24

Prior year Adjustment & Execptional Items 15.74 (3.26)

Net Profit Before taxation 26.51 31.98

Less : Provision for Tax

- Current tax 5.05 8.44

- Deferred Tax 2.39 1.48

Net Profit 19.07 22.06

Add : Balance brought forward from the last year 850.69 828.63

Earlier Year Tax/Refund 4.23 0

Profit available for approriation 873.99 850.69

Proposed Dividend

Balance carried to Balance Sheet 873.99 850.69

REVIEW OF PERFORMANCE:

During the year under review the financial year 2012-13 was marked by a fairly tough financial environment due to slowdown in some of the major economies of the world. Reflecting the subdued scenario, the Net profit after tax of your company stood reduced to Rs. 19.07Lacs.

DIVIDEND:

Keeping in view the future expansion plans and capital requirements of the company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any dividend for the year 2012-13.

DIRECTORS:

In accordance with the provisions of section 255 of the Companies act,1956 and articles 113 of the Articles of Association of the Company Mr. Suresh Jankiram Kabra Director retires by rotation at the ensuing Annual General meeting and being eligible, offer himselves for the re- appointment.

Shri Ramesh Athasniya retires by rotation at the ensuing Annual General Meeting and has given a notice to the Company expressing his unwillingness to be re-appointed. The Board received notice proposing to appoint Shri Dhanraj Soni in place of Shri Ramesh Athasniya.

STATUTORY AUDITORS:

M/s. G.D. Upadhyay & Co., Chartered Accountants Auditors of the Company hold office till conclusion of the ensuing Annual General Meeting of the company and are eligible for the re- appointment. The Company is in receipt of confirmation from M/s. G.D. Upadhyay & Co, that in the event of their re-appointment as statutory auditors of the Company, such re-appointment will be within the prescribed limits specified U/s 224(1 B) of the companies Act, 1956. The Board of Directors proposes to re-appoint them for another term and will hold office till the conclusion of the next Annual General Meeting. LISTING ARRANGEMENT:

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd., (B S E). The listing fees for the year 2013-14 has been paid to the Exchange.

PUBLIC DEPOSITS:

Your company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

STATUTORY INFORMATION:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY

The company engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as:

- Installation of TFT monitors that save power

- Automatic power shutdown of idle monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimising air-conditioning usage

- Shutting off all the lights when not in use

- Education and awareness programmes for employees.

b) TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segments it operates and lays utmost emphasis on system development and the use of best technology available in the industry. The management keeps itself abreast with technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet business needs and objectives.

c) FOREIGN EXCHANGE EARNINGS/OUTGO

There are no FOREX transactions during the year under review.

PARTICULARS OF EMPLOYEES :

No employee of your company is in receipt of remuneration of Rs. 60 lakhs P.A. or part thereof pursuant to Section 217(2A) of the Companies Act, 1956 and the companies (Particulars of Employees), Rules 1975 as amended.

CORPORATE GOVERNANCE :

The company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Securities and Exchange Board of India and stock Exchanges, As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from M/s. G.D. Upadhyay & Co., Chartered Accountants the Statutory Auditors, regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuance to provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, therefrom;

ii. appropriate Accounting policies have been selected and applied them consistently. The Judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2013 and of the profit of company for the said period.

iii proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

iv. the annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory bodies, stake holders and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all employees at all levels of the company. We look forward to their continued support in the future.

By order of the Board

Sd/-

Place : Hyderabad SHRIGOPALINANI

Date : 30.05.2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report of your company on the business operations together with the audited financial accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

A snapshot of the Financial performance of the Company for the year 2011-12 is as under:

Year ended Year ended Particulars 31st March 2012 31st March 2011 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 231.73 270.48

Profit before Interest, Depreciation & Tax 89.57 110.28

Profit before Depreciation & Tax 47.58 87.31

Profit Before Tax & Expectional Items 35.24 73.35

Less: Prior year Adjustment & Expectional Items 3.26 2.46

Net Profit Before taxation 31.98 70.89

Less : Provision for Tax - Current tax 8.44 21.33

- Deferred Tax 1.48 0.50

Net Profit 22.06 49.06

Add : Balance brought forward from the last year 828.63 780.01

Less: Earlier Year Tax 0 0.45

Profit available for appropriation 850.69 828.63

Proposed Dividend - -

Balance carried to Balance Sheet 850.69 828.63

REVIEW OF PERFORMANCE:

During the year under review the financial year 2011-12 was marked by a fairly tough financial environment due to slowdown in some of the major economies of the world. Reflecting the subdued scenario, the Net profit after tax of your company stood reduced to Rs. 22.06 Lacs.

DIVIDEND:

Keeping in view the future expansion plans and capital requirements of the company, the Board of Directors believe it is necessary to conserve cash flow and thereby do not recommend any dividend for the year 2011-12.

DIRECTORS:

In accordance with the provisions of section 255 of the Company act,1956 and articles 113 of the Articles Association of the Company Mr. Shrigopal Inani and Mr. Anand Rameshchandra Chandak Director(s) retires by rotation at the ensuing Annual General meeting and being eligible, offer themselves for the re-appointment.

STATUTORY AUDITORS:

M/s. G.D. Upadhyay & Co., Chartered Accountants Auditors of the Company hold office till conclusion of the ensuing Annual General Meeting of the company and are eligible for the re- appointment. The Company is in receipt of confirmation from M/s. G.D. Upadhyay & Co., that in the event of their re-appointment as statutory auditors of the Company, such re-appointment will be within the prescribed limits specified U/s 224(1B) of the Companies Act, 1956. The Board of Directors proposes to re-appoint them for another term and will hold office till the conclusion of the next Annual General Meeting.

LISTING ARRANGEMENT:

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd., (B S E). The listing fees for the year 2012-13 has been paid to the Exchange.

PUBLIC DEPOSITS:

Your company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

STATUTORY INFORMATION:

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

a). CONSERVATION OF ENERGY

The company is engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as :

- Installation of TFT monitors that save power

- Automatic power shutdown of idle monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimising air-conditioning usage

- Shutting off all the lights when not in use

- Education and awareness programmes for employees.

b) TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segments, it operates and lays utmost emphasis on system development and the use of best technology available in the industry. The management keeps itself abreast with technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet business needs and objectives.

c) FOREIGN EXCHANGE EARNINGS/OUTGO

There are no FOREX transactions during the year under review.

PARTICULARS OF EMPLOYEES :

No employee of your company is in receipt of remuneration of Rs. 60 lakhs p.a. or part thereof pursuant to Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees), Rules 1975 as amended.

CORPORATE GOVERNANCE:

The company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Securities and Exchange Board of India and stock Exchanges, As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from M/s. G.D. Upadhyay & Co., Chartered Accountants the Statutory Auditors, regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuance to provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that :

i. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, therefrom;

ii. appropriate Accounting Policies have been selected and applied them consistently. The Judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year ended 31st March, 2012 and of the profit of company for the said period.

iii. proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

and

iv. the annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory bodies, stake holders and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all employees at all levels of the company. We look forward to their continued support in the future.

By order of the Board Sd/-

Place : Hyderabad SHRIGOPAL INANI

Date : 30.05.2012 Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report of your company on the business operations together with the audited financial accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

A snapshot of the Financial performance of the Company for the year 2010-11 is as under:

Year ended Year ended Particulars 31st March 2011 31st March 2010 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 249.04 252.60

Profit before Interest, Depreciation & Tax 110.28 113.01

Profit before Depreciation & Tax 87.31 93.58

Profit Before Tax & Expectional Item 73.35 75.72

Less: Prior year Adjustment & Expectional Items 2.46 1.51

Net Profit Before taxation 70.89 74.21

Less : Provision for Tax

- Current tax 21.33 22.89

- Deferred Tax 0.50 (0.20)

- Earlier Year Tax 0.45 1.01

Net Profit 48.61 50.51

Add : Balance brought forward from the last year 780.01 729.50

Profit available for approriation 828.63 780.01

Proposed Dividend - -

Balance carried to Balance Sheet 828.63 780.01

REVIEW OF PERFORMANCE:

During the year under review the financial year 2010-11 was marked by a fairly tough financial environment due to slowdown in some of the major economies of the world. The Net profit after tax of your company stood reduced to Rs. 48.61 Lacs (Previous Year Rs. 50.51 Lacs ).

DIVIDEND:

Your Directors do not recommend any dividend for the year 2010-11.

DIRECTORS:

In accordance with the provisions of section 255 of the Companies Act, 1956 and article 113 of the Articles of Association of the Company, Mr. Suresh Janakiram Kabra and Mr. Ramesh Ashasiya Director(s) retires by rotation at the ensuing Annual General meeting and being eligible, offer themselves for the re-appointment.

STATUTORY AUDITORS:

M/s. G.D. Upadhyay & Co., Chartered Accountants Auditors of the Company hold office till conclusion of the ensuing Annual General Meeting of the company and are eligible for the re- appointment. The Company is in receipt of confirmation from M/s. G.D. Upadhyay & Co., that in the event of their re-appointment as statutory auditors of the Company, such re-appointment will be within the prescribed limits specified U/s 224(1B) of the Companies Act, 1956. The Board of Directors proposes to re-appoint them for another term and will hold office till the conclusion of the next Annual General Meeting.

LISTING ARRANGEMENT:

Your Companys shares are listed on

1) Bombay Stock Exchange Ltd., (BSE)

The listing fees for the year 2010-11 have been paid.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted any Public Deposits pursuant to section 58A of the Companies Act, 1956.

STATUTORY INFORMATION:

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

a). CONSERVATION OF ENERGY

The company is engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as :

- Installation of TFT monitors that save power

- Automatic power shutdown of idle monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimising air-conditioning usage

- Shutting off all the lights when not in use

- Education and awareness programmes for employees.

b) TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segments, it operates and lays utmost emphasis on system development and the use of best technology available in the industry. The management keeps itself abreast with technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet business needs and objectives.

C) FOREIGN EXCHANGE EARNINGS/OUTGO

There are no FOREX transactions during the year under review.

PARTICULARS OF EMPLOYEES :

No employee of your company is in receipt of remuneration of Rs. 60 lakhs p.a. or part thereof pursuant to Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees), Rules 1975 as amended.

CORPORATE GOVERNANCE :

Your company has complied with all the mandatory provisions of the revised clause 49 of the Listing Agreement. As part of the Companys efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from the Statutory Auditors, regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

i. in preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, there from;

ii. appropriate accounting policies have been selected and applied them consistently. The Judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the profit of company for the said period.

iii proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

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

ACKNOWLEDGEMENTS:

The Directors place on record their gratitude to the Government, Regulators, Stock Exchanges, other Statutory bodies and the companys bankers for the assistance, co-operation and encouragement extended to the Company.

The Directors would like to take this opportunity to express sincere thanks to its valued clients for their continued patronage.The Directors express their deep sense of appreciation of all the employees, whose continuing support, commitment and intiatives has made the organisations growth. Finally, the Directors wish to express their gratitude to the shareholders for their trust and support in the future.

for and on behalf of the Board

Sd/- SHRIGOPAL INANI Chairman

Place : Hyderabad Date : 24th June, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of your company on the business operations together with the audited financial accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

A snapshot of the Financial performance of the Company for the year 2009-10 is as under:

Year ended Year ended

Particulars 31st March 2010 31st March, 2009 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 252.60 232.82

Profit before Interest, Depreciation&Tax 113.01 99.00

Profit before Depreciation & Tax 93.58 73.34

Profit Before Tax & Expectional Item 75.72 56.07

Less: Prior year Adjustment & Expectional Items 1.51 0.06

Net Profit Before taxation 74.21 56.01

Less : Provision for Tax

- Current tax 22.89 16.56

- Deferred Tax (0.20) 1.64

- Fringe Benefit Tax - 1.18

Tax Adjustment of earlier years (Net) 1.01 -

Less : Adjustment for employee benefits - 2.26

Net Profit 50.51 34.37

Add : Balance brought forward from the last year 729.50 695.13

Profit available for approriation 780.01 729.50 Proposed Dividend

Balance carried to Balance Sheet 780.01 729.50

REVIEW OF PERFORMANCE:



During the year under review the profit before tax increased to Rs.50.51 lacs from Rs. 34.37 lacs in previous year. The return of confidence in Economy and Stock Markets added to the financial performance of your company and overall growth of the company was satisfactory.

DIVIDEND:

Your Directors do not recommend any dividend for the year 2009-10.

DIRECTORS:

In accordance with the provisions of section 255 of the Company act, 1956 and article 113 of the Articles of Association of the Company, Mr. Shrigopal Inani and Mr. Anand Rameshchandra Chandak Directors) retires by rotation at the ensuing Annual General meeting and being eligible, offer themselves for the re-appointment.

STATUTORY AUDITORS:

M/s. G.D. Upadhyay & Co., Chartered Accountants Auditors of the Company hold office till conclusion of the ensuing Annual General Meeting of the company and are eligible for the re- appointment. The Company is in receipt of confirmation from M/s. G.D. Upadhyay & Co., that in the event of their re-appointment as statutory auditors of the Company, such re-appointment will be within the prescribed limits specified U/s 224(1 B) of the companies Act, 1956. The Board of Directors proposes to re-appoint them for another term and will hold office till the conclusion of the next Annual General Meeting.

LISTING ARRANGEMENT:

Your Companys shares are listed on

1) Bombay Stock Exchange Ltd., (B S E)

The listing fees for the year 2010-11 have been paid.

PUBLIC DEPOSITS:

During the year under review, your company has not accepted any Public Deposits pursuant to section 58A of the Companies Act, 1956.

STATUTORY INFORMATION:

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

a). CONSERVATION OF ENERGY

The company is engaged in providing financial services and as such its operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as :

- Installation of TFT monitors that save power

- Automatic power shutdown of idle monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimising air-conditioning usage

- Shutting off all the lights when not in use

- Education and awareness programmes for empoyees.

b) TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segments it operates and lays utmost emphasis on system development and the use of best technology available in the industry. The management keeps itself abreast with technological advancements in the industry and ensures continued and sustained efforts towards absorption of technology, adaptation as well as development of the same to meet business needs and objectives.

c) FOREIGN EXCHANGE EARNINGS/OUTGO

There was a Foreign Exchange outflow of Rs.3.34 Lacs during the year under review.

PARTICULARS OF EMPLOYEES :

No employee of your company is in receipt of remuneration of Rs. 24 lakhs p.a. or part thereof pursuant to Section 217 (2A) of the Companies Act, 1956 and the companies (Particulars of Employees), Rules 1975 as amended.

CORPORATE GOVERNANCE :

Your company has complied with all the mandatory provisions of the revised clause 49 of the Listing Agreement. As part of the Companys efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of the Annual Report.

A certificate from the Statutory Auditors, regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuance to provisions of Section 217(2AA) of the Companies Act, 1956 the Directors of your Company confirm that:

i. in preparation of the annual accounts for the financial year ended 31 st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to"material departures, if any, there from;

ii. appropriate accounting policies have been selected and applied them consistently. The Judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March, 2009 and of the profit of company for the said period.

iii proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

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

ACKNOWLEDGEMENTS:

The Directors place on record their gratitude to the Government, regulators, stock exchanges, other statutory bodies and the companys bankers for the assistance, co-operation and encouragement extended to the Company.

The Directors would like to take this opportunity to express sincere thanks to its valued clients for their continued.patronage.The Directors express their deep sense of appreciation of all the employees, whose continuing support, commitment and intiatives has made the organisations growth. Finally, the Directors wish to express their gratitude to the shareholders for their trust and support in the future.



for and on behalf of the Board

Place : Hyderabad Sd/-

SHRIGOPAL INANI

Date :31st July, 2010 Chairman