Directors Report of Integrated Capital Services Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the Thirty First (31^st) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2024.

1. Financial Results:

The financial performance of your Company for the year ended March 31, 2024 is summarized below:

(Rs.In Lakhs)
	Standalone		Consolidated
Financial Year	2023-24	2022-23	2023-24	2022-23
Income from Operation	13.00	5.20	52.50	159.34
Other Income	26.90	28.59	8.61	10.02
Employees benefit expenses	15.07	12.96	19.59	19.10
Finance costs	0.00	0.009	0.00	0.009
Depreciation	1.94	2.88	16.92	17.94
Other expenses	14.39	200.2	32.25	42.22
Profit before tax	8.50	(2.07)	(7.65)	90.09
Current Tax	2.92	0	5.41	9.09
Deferred Tax	(10.12)	0.49	(10.70)	6.79
Excess provisions for tax written back	-	-	-	-
Profit/ (Loss) after tax	15.70	(2.56)	(2.36)	74.22
Other Comprehensive Income/(Loss)	85.75	0.00	48.12	-
Share in profit/(loss) of associates	-	-	(1.23)	0.08
Reversal of Net Profit/(Loss) recognized earlier due to re-valuation	-	-	-	-
Total Comprehensive Income/ (Loss)	101.45	(2.56)	45.53	74.30

The financial performance of your Company is expected to improve during the financial year 2024-25.

2. Transfer to Reserves:

During the year under review, the Board does not propose to transfer any amount to reserves.

3. Dividend:

The Board of Directors of your Company have not recommended any dividend for the year under review.

The sole Preference Shareholder of the Company has waived its right to receive current and accumulated dividend.

4. Results of Operations:

The main objects to be perused by the Company were amended to pursue the objective of carrying on business of, amongst others, providing advisory services on distressed assets, insolvency and bankruptcy and providing support services to Insolvency Professionals. The Company is in course of appointing Managerial Personnel whereafter application shall be filed with the Insolvency and Bankruptcy Board of India (IBBI) for "In Principle" approval for registration as an Insolvency Professional Entity (IPE). The Company will give effect to conditions, if any, as may be prescribed by the IBBI, which shall enable the Company to obtain final registration as an IPE.

There is no change in the business being carried on by your Company.

RAAS Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing advisory and consulting services in matters of insolvency and corporate laws.

Green Infra Profiles Private Limited is a wholly owned subsidiary company of the Company which is engaged in providing consulting services in matters of financial accounting, income tax and company law.

ICSL Consulting Private Limited is a wholly owned subsidiary company of the Company which is engaged in the business of providing services in matters of tax return and corporate law filings.

Borrelli Walsh India Private Limited is a wholly owned subsidiary company of ICSL Consulting Private Limited and a step down subsidiary company of the Company. The Company is engaged in business of rendering consulting services in respect of corporate structuring.

5. Material changes affecting the financial position of your Company which have occurred between the end of the financial year and the date of this Report:

There has been no material change which has affected the financial position of your Company between the end of the financial year and the date of this Report. There has been no change in the nature of the business of the Company.

6. Share Capital:

The Authorized Share Capital of your Company is Rs. 10,30,00,000/- (Rupees Ten Crores Thirty Lacs only) divided into 4,30,00,000 equity shares of Re. 1.00 each and 6,00,000, 7% Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100.00 each.

The paid up Share Capital of your Company as at March 31, 2024 was Rs. 5,60,84,000 (Rupees Five Crore Sixty Lakh Eighty Four Thousand Only) comprising 3,55,84,000 fully paid equity shares of Re. 1.00 each and 2,05,000 7% Cumulative, Non-Convertible and Redeemable Preference Shares of Rs. 100.00 each.

Equity Shares of your Company are listed on BSE Limited.

Preference Shares of your Company are not listed on any Stock Exchange and are not due for redemption.

7. Subsidiary Companies:

a. 100% Subsidiary Company - RAAS Consulting Private Limited (RAAS)

RAAS Consulting Private Limited provides consulting services in areas of financial matters and business structuring and restructuring.

RAAS provides guidance and advice to corporate clients for drawing up financial statements in compliance with applicable accounting standards. RAAS also provides expert advice in areas of business and management.

RAAS is managed by its Board of Directors. Late Mr. Brijinder Bhushan Deora, the erstwhile Chairman and Director of the Company, and also one of the Directors of RAAS Consulting Private Limited, expired on 07.02.2024, and Mr. Sajeve Deora, one of the Directors of your Company, was appointed as an Additional Director to fill the vacancy caused by the absence of Mr. Brijinder Bhushan Deora.

b. 100% Subsidiary Company - Green Infra Profiles Private Limited (GIPL)

Green Infra Profiles Private Limited (GIPL) provides advisory services for accounting matters and filings under taxation laws.

GIPL is managed by its Board of Directors.

c. 100% Subsidiary Company- ICSL Consulting Private Limited

The Company is engaged in business of providing advisory services regarding accounting and taxation matters.

ICSL Consulting Private Limited is managed by its Board of Directors. Late Mr. Brijinder Bhushan Deora, the erstwhile Chairman and Director of the Company, and also one of the Directors of ICSL Consulting Private Limited, expired on 07.02.2024, and Mr. Anil Tiwari, the CEO of your Company, was appointed as an Additional Director to fill the vacancy caused by the absence of Mr. Brijinder Bhushan Deora.

d. Borrelli Walsh India Private Limited - 100% Subsidiary Company of ICSL Consulting Private Limited

Borrelli Walsh India Private Limited (BWI) is a Step-down subsidiary of Integrated Capital Services Limited and a wholly owned subsidiary company of ICSL Consulting Private Limited. Borrelli Walsh India Private Limited is engaged in the business of providing accounting and taxation services.

Borrelli Walsh India Private Limited is managed by its Board of Directors.

8. Associates:

a. KW Publishers Private Limited (KWP)

KW Publishers Private Limited is a joint venture and your Company holds 40% equity of KW Publishers Private Limited. KWP is engaged in business of publishing and distribution of books primarily on International Affairs and Politics.

b. Sun Links Limited (Sun Links)

Sun Links Limited is a joint venture company set up in the U.K. with 50% equity participation.

Sun Links provides consulting services for commercial transactions.

c. BTG Global Advisory

The Company has along with certain other professional services firms and companies in 9 (Nine) other countries, promoted BTG Global Advisory Ltd. (BTGGA) a company limited by guarantee in the U.K., as a non-practicing umbrella entity, to (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities.

The Company has a nominee as a director on the Board of Directors of BTGA. The Company has undertaken to contribute GBP 1 towards capital of BTGGA, as and when called upon as per UK Companies Act.

9. Particulars of Loans, Guarantees And Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note Nos. 4 and 5 of the Standalone audited accounts of the Company.

10. Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

11. Deposits:

Your Company has not accepted any deposits during the year under review.

12. Directors:

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015

Mr. Sajeve Deora (DIN: 00003305), director, retires by rotation at the annual general meeting and, being eligible, has offered himself for reappointment.

Mr. Vijay Kumar Narang (DIN: 10593432) and Mr. Gyaneshwar Sahai (DIN: 00657315) were appointed as Additional Independent Directors of your Company with effect from 16.04.2024 and 11.04.2024, respectively, and they hold such office upto the ensuing Annual General Meeting of the Company.

The Nomination and Remuneration Committee had recommended the appointment of Mr. Vijay Kumar Narang (DIN: 10593432) and Mr. Gyaneshwar Sahai (DIN: 00657315) as Independent Directors of the Company.

The composition of the Board of Directors of the Company as on March 31, 2024 and as on date of this Report is as under:

Mr. Khushvinder Singhal	Independent Director
Ms. Kalpana Shukla	Director
Mr. Sajeve Deora	Promoter Director
Mr. S.C. Kapur	Independent Director - ceased to hold office from 12.04,2024 due to completion of term.
Mr. Sandeep Chandra	Independent Director - ceased to hold office from 12.04,2024 due to completion of term.
Mr. Vijay Kumar Narang	Independent Director - Appointed with effect from 16.04.2024
Mr. Gyaneshwar Sahai	Independent Director - Appointed with effect rom 11.04.2024

13. Declaration from Independent Directors:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

14. Meetings:

A calendar of Meetings of the Board of Directors of your Company is prepared and circulated in advance to the Directors.

During the year under report, Six (6) Board Meetings, Four (4) Audit Committee Meetings, Five (5) Nomination and Remuneration Committee Meetings, Four (4) Stakeholders Relationship Committee Meetings, one (1) Investment Committee Meeting and 1(one) Independent Directors'' Meeting were convened. The details of the meetings are provided in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

15. Committees:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, were reconstituted after 2 (two) nos. Additional Independent Directors were appointed with effect from April 11, 2024 and April 12, 2024 and after the term of 2 (two) nos. Independent Directors came to an end on April 12, 2024.

The present composition of the various committees is as under:

S. No.	Name of the Committee	Chairman	Members
1.	Audit Committee	Mr. Gyaneshwar Sahai	Mr. Khushvinder Singhal Mr. Sajeve Deora
2.	Stakeholders Relationship Committee	Mr. Khushvinder Singhal	Ms. Kalpana Shukla Mr. Sajeve Deora
3.	Nomination and Remuneration Committee	Mr. Khushvinder Singhal	Mr. Vijay Kumar Narang Mr. Gyaneshwar Sahai
4.	Investment Committee	Mr. Gyaneshwar Sahai	Mr. Vijay Kumar Narang Ms. Kalpana Shukla

16. Key Managerial Personnel (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section.

Following are the persons who are holding office/ held office as whole-time key managerial personnel of your Company as at March 31, 2024.

a. Mr. Anil Kumar Tiwari - Chief Executive Officer (wef 30.06.2023)

b. Mr. Pinku Kumar Singh - Chief Financial Officer (wef 02.12.2023)

c. Mr. Servejeet Singh - Company Secretary & Compliance Officer (upto 25.08.2023).

d. Mr. Vinod Singh - Company Secretary & Compliance Officer (26.08.2023 to 20.03.2024)

e. Anil Kumar Tiwari- Chief Financial Officer (upto 30.06.2023).

f. Mr. Din Bandhu Singh - Chief Financial Officer (30.06.2023 to 07.09.2023).

17. Performance Evaluation of the Board, Committees and Directors:

The Board annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. As an evaluation methodology, the Board uses method(s) which are deemed appropriate to assess the Board/committees effectiveness and Directors'' performance. Some of the indicators/criteria based on which the Independent Directors are evaluated are personal qualities, business/ professional experience, stature in society, ability and willingness to devote time.

Pursuant to the provisions of the Companies Act, 2013, and the provisions of the Securities Exchange Board of India (Companies Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of its Committees.

18. Risk Management:

Your Company has put in place a Risk Management Policy for identification, assessment, monitoring and mitigation of various risks. The said policy is available on the Company''s website at www.raas.co.in.

The Audit Committee also keeps an oversight in matters of financial risks and controls. The major risks, as may be identified, are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

19. Requirement for Maintenance of Cost Records:

Your Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

20. Directors'' Responsibility Statement:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

ii. 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 state of affairs of the Company as at March 31, 2024 and of the profit earned during the year;

iii. The Directors had taken proper and sufficient care 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;

iv. The Directors had prepared the annual accounts of the Company on a ''going concern'' basis;

v. The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with provisions of all applicable laws and such system are adequate and operating effectively.

21. Related Party Transactions:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved.

The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties is attached as "Annexure A"

22. Vigil Mechanism/Whistle Blower Policy:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

23. Audit Trail:

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2024, which includes a feature of recording audit trail (edit log) facility and the same was enabled during the year.

24. Auditors:24.1 Statutory Auditors:

M/s DHANA & Associates, Chartered Accountants (Firm Registration No. 510525C) were appointed as Statutory Auditors of the Company for a period of 5 (five) years in the Annual General Meeting of your Company held on 30.09.2023.

M/s DHANA & Associates, Chartered Accountants, hold office of Statutory Auditor of the Company upto conclusion of the 35^th Annual General Meeting of the Company.

During the year 2024, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

24.2 Internal Audit:

The internal audit of Company is being carried out by M/s Ajay Gulati & Co., Chartered Accountants, Internal Auditor of the Company.

The Internal Auditor carries out examination and evaluation of the efficacy and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor in their report are discussed by the management of your Company and corrective action, if any, is taken on immediate basis. Significant observations and corrective actions taken for the same are discussed by the Management with the Internal Auditors.

24.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed DR Associates, Company Secretaries (Unique Identification Number: P2007DE003300), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is attached as ''''Annexure B".

24.4 Certificate of Non-Disqualification of Directors:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015, DR Associates, Company Secretaries (Unique Identification Number: P2007DE003300), has certified that none of the Directors on the Board of the Company for the Financial year ended 31^st March, 2024 have been debarred or disqualified during the financial year ended March 31, 2024.

The aforesaid Certificate is attached as “Annexure C".

25. Memberships of the Company:

Your Company continues to hold memberships in (a) The Institute of Internal Auditors (IIA): The IIA is the internal audit profession''s global voice, recognized authority, acknowledged leader, chief advocate and principal educator. (b) Indo German Chamber of Commerce (IGCC): IGCC has established India-Desks to promote and facilitate business contacts in various bi-national Chambers of Commerce abroad, different Chambers of Commerce & Industry in Germany and also has one representative in Brussels.

26. Business Cooperation Agreement:

Your Company has a Business Cooperation Agreement with Aurum Equity Partners, LLP (Aurum), Advisors in Restructuring and Corporate Strategic Advisory.

27. Corporate Governance:

Your Company reiterates its commitment to maintain highest standards of Corporate Governance. The requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices are adhered to by the management of your Company. The Report on Corporate Governance, as per the clauses of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of the Annual Report.

The requisite Certificate issued by the Statutory Auditor of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms part of this Annual Report.

28. Extract of Annual Return

The extract of the Annual Return for the year ended March 31, 2023 is available on the website of the Company www. raas.co.in/investors relations/Annual Return and return for the year ended March 31, 2024, will be available on the aforementioned website of the Company after filing of the same.

29. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company has been prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Statements containing salient features of financial statement of subsidiaries/associates companies/joint ventures, in Form AOC-I, are annexed as "Annexure D".

30. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Your Company is engaged in the business of providing services and consumption of energy and energy resources is limited to use of electricity. Your Company is conscious of the need to conserve energy resources and has adequate measures in place to conserve such resources. "Annexure E"

There is no technology absorption made by your Company during the year under report.

Foreign Exchange Earnings and Outgo: Rs.

Foreign Exchange Earned NIL

Foreign Exchange Used NIL

31. Particulars of Employees:

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particulars of Employees) Rules 1975.

32. Internal Control System:

The Company''s internal control systems is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The Company''s internal control is commensurate with the size, nature and operations of the Company.

33. Compliance of the applicable Secretarial Standards:

The Company has complied with the applicable Secretarial Standards.

34. Significant Material Orders passed by the Regulators / Courts / Tribunal impacting the going concern status and Company''s operations in future:

No significant material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

35. Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are not applicable to your Company.

36. Statement indicating development and implementation of risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company:

The procedures for identification, assessment and minimization of risks are defined and the Audit Committee of the Board is kept appraised about the business risks, if any, and the steps taken to mitigate the same.

37. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review there was no application made by or against the Company in respect of any proceedings under the Insolvency and Bankruptcy Code, 2016 and no such proceedings are pending.

38. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Your Company has no transaction or event which is covered by loan taken and any one time settlement of such loan resolved with the Banks or Financial Institutions.

39. Compliance with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company provides a safe and secure working environment for women. All employees, including employees of your Company''s subsidiary companies, are covered under the safe environment provided by your Company.

40. Acknowledgement:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

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Mar 31, 2015

Dear Members,

The Directors takes pleasure in presenting the Twenty Second (22nd) Annual Report together with the audited financial statements of your Company for the year ended M arch 31,2015.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

Rs. Lacs

Standalone

2014-15 2013-14

Income from Operation 208.82 142.50

Other Income 3.69 11.56

Expenditure before depreciation 119.63 98.9

Depreciation 5.72 3.24

Prior year adjustment 0.18 (0.58)

Profit before tax 85.77 51.27

Current Tax (30.72) (14.87)

Deferred Tax 1.47 30.88

Profit after tax 56.52 67.28

Consolidated

2014-15 2013-14

Income from Operation 229.64 184.50

Other Income 4.23 20.77

Expenditure before depreciation 130.02 119.67

Depreciation 13.17 7.51

Prior year adjustment 0.18 (0.58)

Profit before tax 88.82 77.45

Current Tax (32.18) (19.32)

Deferred Tax 2.60 29.98

Profit after tax 59.24 88.11

2. RESULTS OF OPERATIONS:

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 208.83 Lacs against Rs. 142.50 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

3. DIVIDEND:

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

4. SHARE CAPITAL:

The paid up Equity Share Capital as at March 31, 2015 was Rs. 361.50 lacs. During the year under review, your Company did not issued any further.

Equity Shares of the Company are listed on Stock Exchange.

The paid up capital of your company also comprises 3,70,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each at par.

During the year under review, your Company redeemed 1,05,000 7% Cumulative, Non Convertible and Redeemable Preference Shares of Rs. 100.00 each, at par, upon the holder of such shares exercising options to put the same for redemption.

Preference Shares of the Company are not listed on any Stock Exchange.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 11 of the Standalone audited accounts.

6. LISTING OF EQUITY SHARES ON THE BOM BAY STOCK EXCHANGE:Your Company has applied to the Bombay Stock Exchange (BSE) for listing of equity shares for trading thereat. BSE has granted "In Principle" approval for listing of your Company's equity shares on BSE vide its letter dated March 20,2015.

Your Company is in process of compiling all information required to be furnished, as per the letter informing about "In Principle" approval, for listing of its equity shares for trading.

7. MEMBERSHIPS OF THE COMPANY:

During the year, your Company availed the membership of (i) The Institute of Internal Auditors (IIA) and (ii) BTG Global Advisory Limited (a Company incorporated in England and Wales).

(i) The Institute of Internal Auditors(IIA):

The IIA is the internal audit profession's global voice, recognized authority, acknowledged leader, chief advocate, and principal educator. Generally, members of the Institute work in internal auditing, risk management, governance, internal control, information technology audit, education, and security.

(ii) BTG Global Advisory:

BTG Global Advisory is a multi-disciplinary organization, offering a broad range of professional services necessary to provide solutions to business problems. Its members include insolvency and restructuring advisors; turnaround, workout and profit improvement consultants; forensic investigators and other litigation support professionals; and investment banking/ M & A transaction advisors amongst other specialists.

The Company and certain other overseas professional organizations engaged in near like services are promoting a non-practicing, International umbrella entity as a Private Company Limited by Guarantee, in England and Wales to, (i) promote professional services of the members, (ii) promote cross referrals of international work, and (iii) creating a frame work for progressing joint pitching opportunities. The Company has nominated one of its Directors to be a director on the Board of Directors of the proposed company. The Company's guarantee will be UK Pound 1.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

9. SUBSIDIARY COMPANIES:

a) 100% Subsidiary Company - RAASe Solutions Private Limited

RAASe Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an out sourced basis, to clients within and outside India. RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS.

b) 100% Subsidiary Company-Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets. Note: Salient features of Financial Statements of Subsidiaries for ms part of the Annual Report (Financial information is based on Unaudited Results).

10. JOINT VENTURES:

a) KW Publishers Private Limited

KW Publishers Private Limited is a joint venture wherein the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Politics.

b) Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%. Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions.

c) Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. through 50%equity participation.

Sun Links is carrying on business in providing consulting services in commercial transactions.

Note: Salient features of Financial Statements of Joint Ventures forms part of the Annual Report (Financial information is based on Unaudited Results).

11. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits during the year.

12. DIRECTORS:

Mr. Brijinder Bhushan Deora (DIN: 00004942), Chairman & Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Mr. Brijinder Bhushan Deora is also a member of the Stakeholders Relationship Committee and Remuneration Committee and Chairman of Investment Committee.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal (DIN: 02608317) is being re-appointed as Managing Director of the Company for a further period from May 01,2015 to April 30,2016. The requisite resolution is being included in the notice of Annual General Meeting for approval oft he shareholders of the Company.

Mr. Rajiv Jaiswal is also a member of the Risk Management Committee.

Pursuant to Clause 49 of the Listing Agreement and subject to approval of shareholders of the Company, Ms. Alka Jain (DIN: 03180218) was appointed as an Additional Independent Director in the Board Meeting of the Company held on March 17,2015 to hold such office upto the ensuing Annual General Meeting of the Company. The requisite resolution is being included in the notice of Annual General Meeting for approval of the shareholders of the Company.

Ms. Alka Jain is also appointed as a member of the Audit Committee and Investment Committee.

M r. Ambarish Chatterjee (DIN: 00653680), an Independent Director of the Company resigned from the Board of the Company with effect from March 17,2015 due to other professional commitments.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

12.1 Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment Committee.

12.2 Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year six (6) Board Meetings and six (6) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

12.3 Separate Meetings Of Independent Directors:

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting on March 17, 2015 for the financial year 2014-15. The said meeting was not attended by the Non-Independent Directors of your Company.

13. COMMITTEES:

13.1 Re-constitution of Committees:

The various Committees constituted amongst the members of the Board were re-constituted on March 17, 2015. The present composition of the various committees is as under:

S No.Name of the Committee Chairman

1. Audit Committee M r. Sandeep Chandra

2 Stakeholders Relationship M r. Suresh Chander Kapur Committee

3 Nomination and M r. Suresh Chander Kapur Remuneration Committee

4. Investment Committee M r. Brijinder Bhushan Deora



S No.Name of the Committee Members

1. Audit Committee M r. Sajeve Deora Ms. Alka Jain

2 Stakeholders Relationship M r. Brijinder Bhushan Deora Committee M r. Sandeep Chandra

3 Nomination and M r. Brijinder Bhushan Deora Remuneration Committee Mr. Sandeep Chandra

4. Investment Committee M r. Sandeep Chandra Ms. Alka Jain

The policy of Nomination and Remuneration Committee forms a part of the Board's Report "Annexure A"

13.2 Constitution of Risk Management Committee:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Board of Directors has constituted a Risk Management Committee. The details of the Committee in terms of reference are set out in the Corporate Governance Report. This framework seeks to create transparency and minimize adverse impact on the business objectives of your Company. The Risk Management Committee com prises the following persons:

Name of Member Designation

Mr. Brijinder Bhushan Deora Chairman

Mr. Rajiv Jaiswal Member

Mr. Sandeep Chandra Member

14. KEY MANAGERIAL PERSON(KMPS):

Pursuant to section 203 of the Companies Act, 2013, appointment of Key Managerial Personnel (KMPs) is a mandatory requirement which is to be complied by every company belonging to such class or classes of the companies as may be prescribed in the section along with every listed companies as per the Companies Act, 2013. Following are the whole-time key managerial personnel of your Company, who hold such offices as are mentioned against their respective names:

1) Managing Director (M D)-Mr. Rajiv Jaiswal

2) Chief Financial Officer (CFO)- Mr. Ravi Mathur

3) Company Secretary (CS)- Ms. Shivani Arora

15. DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is here by confirmed that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

(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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

16. RELATED PARTY TRANSACTIONS:

During the year under review, Mr. Pulkit Deora son of Mr. Sajeve Deora, Promoter Director of the Company, had been appointed as a Senior Manager. M r. Pulkit Deora did not draw any remuneration during the year under report.

All related party transactions that were entered into during the financial year were in the ordinary course of business. There are no materially significant related party transactions which were transacted by the Company with any of Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The Policy on Related party Transactions, as approved by the Board, has been uploaded on the website of the Company.

17. VIGILMECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

18. AUDITORS:

18.1 Statutory Auditors:

The Company's Auditors, Messrs KR & Co., Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting of the Company and have confirmed that they are eligible for re-appointment to the said office. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

18.2 Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Sukhbir Sngh Bhatia, Cost Accountant, as Internal Auditor of the Company. To maintain his objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems of the Company, its compliance with accounting procedures and policies of the Company and its subsidiaries. Based on the report of Internal Audit, the management undertakes corrective action and thereby strengthen controls. Significant audit observations and corrective actions thereon are discussed to the Audit Committee of the Board.

18.3 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Gunjan Sngh (Certificate of Practice No: 13960), Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached as "Annexure B".

19. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 of the Listing Agreement, forms part of this Annual Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

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

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earning sand Outgo: Rs., Lacs

Foreign Exchange Earned 16.41

Foreign Exchange Used 1.23

22. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in form MGT9 is attached as "Annexure C".

23. PARTICULARS OF EMPLOYEES:

There is no employee who was employed throughout the year or for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013 read together with the Companies (Particular of Employees) Rules1975.

24. ACKNOWLEDGEMENT:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place: New Delhi Date: 10/04/2015 Brijinder Bhushan Deora (Chairman & Director) DIN: 00004942

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Mar 31, 2014

Dear Members,

It gives us immense pleasure to present the Twenty First (21st) Annual Report and the audited accounts of your Company for the year ended March 31,2014.

Financial Results

The financial performance of your Company for the year ended March 31,2014 is summarized below:

Rs., Lacs

Standalone

2013-14 2012-13

Income from Operation 142.50 103.52

Other Income 11.56 3.15

Expenditure before depreciation 98.9 71.61

Depreciation 3.24 2.68

Net Profit 51.91 32.37

Prior year adjustment (0.57) (0.090)

Profit before tax 51.27 32.28

Provision for taxation (16.01) 11.49

Profit after tax 67.29 20.78



Consolidated

2013-14 2012-13

Income from Operation 184.50 148.68

Other Income 20.77 5.13

Expenditure before depreciation 119.67 94.57

Depreciation 7.51 6.68

Net Profit 78.09 52.56

Prior year adjustment (00.64) (10.08)

Profit before tax 77.45 52.46

Provision for taxation (10.66) 15.56

Profit after tax 88.11 36.91

Results of Operations

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 142.50 Lacs against Rs. 103.52 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

Dividend

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

Subsidiary Companies

100% Subsidiary Company - RAAS e Solutions Private Limited

RAAS e Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an outsourced basis, to clients within and outside India.

RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS. 100% Subsidiary Company - Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets.

Joint Ventures

KW Publishers Private Limited

KW Publishers Private Limited is a joint venture wherein the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Politics.

Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. through 50% equity participation.

Sun Links has commenced business in providing consulting services in commercial transactions.

Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%.

Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions. Information as per requirements of Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs has granted general exemption under the provisions of section 212(8) of the Companies Act, 1956, from attaching the audited accounts and other information of subsidiary companies, with the annual report of the holding company, subject to fulfillment of stipulated conditions.

Your Company is also publishing its consolidated audited accounts prepared in strict compliance with the applicable accounting standards.

Your Company undertakes that it will make available, on request, the audited annual accounts of the subsidiary companies and the related detailed information to its shareholders and the shareholders of such subsidiary companies. The annual accounts of subsidiary companies are open for inspection by the shareholders of the Company at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year.

Directors

Mr. Sajeve Deora, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal is being re-appointed as Managing Director of the Company for a further period from April 11,2014 to April 30, 2015. The requisite resolution is being included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

In terms of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Ambarish Chatterjee, Mr. Sandeep Chandra and Mr. Suresh Chander Kapur are proposed to appoint as an Independent Directors of the Company for two (2) consecutive years for a term upto the conclusion of 23rd Annual General Meeting.

The Company has also received declaration from Mr. Ambarish Chatterjee, Mr. Sandeep Chandra and Mr. Suresh Chandra Kapur, confirming that they meet the criteria of the Independence as subscribed both under Section 149 (6) of the Act and under Clause 49 of the Listing Agreement. The requisite resolution is being included in the notice of Annual General Meeting for approval of the Shareholder of the Company.

Directors' Responsibility Statement

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

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Particulars of Employees

There is no employee who was employed throughout the year or for part of the year whose particulars are required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read together with the companies (Particular of Employees) Rules 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo:

Rs. Lacs

Foreign Exchange Earned 4.99

Foreign Exchange Used 7.09

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of this Annual Report.

Acknowledgement

The Directors avail this opportunity to express their appreciation for the confidence reposed in them, by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/-

Place: New Delhi Brijinder Bhushan Deora Date: April 11,2014 (Chairman & Director) DIN : 00004942

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Mar 31, 2013

Dear Members,

It gives us immense pleasure to present the 20th Annual Report and the audited accounts of your Company for the year ended March 31,2013.

Financial Results

The financial performance of your Company for the year ended March 31,2013 is summarized below:

Rs., Lacs

Standalone

2012-13 2011-12

Income from Operation 103.52 66.34

Other Income 3.15 32.71

Expenditure before depreciation 71.61 67.60

Depreciation 2.68 02.13

Net Profit 32.37 29.32

Prior year adjustment (00.09) (00.28)

Profit before tax 32.28 29.04

Provision for taxation 11.49 09.73

Profit after tax 20.79 19.32

Consolidated

2012-13 2011-12

Income from Operation 148.68 108.31

Other Income 5.13 33.32

Expenditure before depreciation 94.57 91.86

Depreciation 6.68 10.72

Net Profit 52.56 39.05

Prior year adjustment (10.08) (00.28)

Profit before tax 52.46 38.77

Provision for taxation 15.56 13.07

Profit after tax 36.90 25.70



Results of Operations

During the financial year under review, your Company rendered advisory and consulting services in areas of, amongst others, mergers, acquisitions and reconstruction of businesses.

The Turnover for the year was Rs. 103.52 Lacs against Rs. 66.34 Lacs in the previous year. During the year, your Company set out to consolidate its activities and continues its efforts to increase its presence in its areas of operations.

Dividend

The Board of Directors has decided not to declare dividend, with a view to maintain and increase the reserves of your Company.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

Subsidiary Companies

100% Subsidiary Company - RAAS e Solutions Private Limited

RAAS e Solutions Private Limited (RAAS) is engaged in the business of providing financial accounting services, on an outsourced basis, to clients within and outside India.

RAAS has successfully developed processes for systematic work flow to carry out remote access accounting and the work flow is customized to suit client requirements.

RAAS provides expert guidance and advice to corporate clients for drawing up financial statements in compliance with IFRS.

100% Subsidiary Company - Green Infra Profiles Private Limited

Green Infra Profiles Pvt. Ltd. is engaged in the business of providing advisory services for management of assets.

Joint Ventures

KW Publishers Private Limited

KW Publishers Private Limited is a joint venture in which the Company has equity investment of 40%.

KW Publishers Private Limited is engaged in publishing and distribution of books on various subjects including International Affairs.

Sun Links Limited

Sun Links Limited is a joint venture company set up in the U.K. with 50% equity participation.

Sun Links provides consulting services in commercial transactions and investments.

Greenway Advisors Private Limited

Greenway Advisors Private Limited is a joint venture wherein the Company has equity investment of 50%.

Greenway Advisors Private Limited is engaged in business of providing consulting services in commercial transactions and investments.

Information as per requirements of Section 212 of the Companies Act, 1956

The Ministry of Corporate Affairs has granted general exemption under the provisions of section 212(8) of the Companies Act, 1956, from attaching the audited accounts and other information of subsidiary companies, with the annual report of the holding company, subject to fulfillment of stipulated conditions.

Your Company is also publishing its consolidated audited accounts prepared in strict compliance with the applicable accounting standards.

Your Company undertakes that it will make available, on request, the audited annual accounts of the subsidiary companies and the related detailed information to its shareholders and the shareholders of such subsidiary companies. The annual accounts of subsidiary companies are open for inspection by the shareholders of the Company at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year.

Directors

In pursuance of the provisions of Section 256 of the Companies Act, 1956 and Article 104 of the Articles of Association of the Company, Mr. B. B. Deora and Mr. Ambarish Chatterjee retire by rotation and being eligible, offers themselves for reappointment.

Subject to approval of shareholders of the Company, Mr. Rajiv Jaiswal has been re-appointed as Managing Director of the Company for a further period of one year w.e.f. April 12, 2013. The requisite resolution has been included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

Directors' Responsibility Statement

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

(I) In the preparation of annual accounts, the applicable accounting standards have been followed and there are nomaterial departures from the same;

(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 as at March 31,2013 and of the profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

Auditors and Auditors' Report

M/s. B. Bhushan & Co, Chartered Accountants, the retiring Auditors hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate in terms of provisions of Section 224 (1B) from them confirming their eligibility for the proposed re-appointment.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not require any further comments.

Particulars of Employees

There is no employee who was employed throughout the year or for part of the year whose particulars are required to be given in terms of Section 217 (2A) of the Companies Act, 1956 read together with the companies (Particular of Employees) Rules 1975.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo: Rs., Lacs

Foreign Exchange Earned 0.00

Foreign Exchange Used 3.70

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on the Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of this Annual Report.

Acknowledgement

The Directors avail this opportunity to express their appreciation for the confidence reposed in them, by the shareholders and clients of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Place: New Delhi B. B. Deora Date: April 12, 2013 Chairman