Directors Report of Jumbo Finance Ltd.

Mar 31, 2024

Your directors have pleasure in presenting Forty (40th) Annual Report together with the
Audited Statement of Accounts of the Company for the year ended 31^st March, 2024. .

FINANCIAL RESULTS;

tRiinpps in lakhst

Particulars	31st March, 2024	31st March, 2023
Income from Operations & Other income	167.89	276.86
Less: Expenses	157.73	203.47
Net Profit / (Loss) before Tax	10.15	73.39
Less: Taxes, Prior years adjustments, Deferred tax etc.	(4.40)	10.02
Net Profit / (loss) after tax	14.55	63.37
Comprehensive Income / (Loss) for the year	616.21	(187.71)
Profit for the year	630.76	(124.34)
Add: Balance Bought forward	411.19	360.83
Less: Transfer to Statutory Reserve u/s 45IC	3.00	13.00
Less-. Transfer to Other Comprehensive Income	616.21	(187.71)
Balance transferred to Balance Sheet	422.74	411.19

OPERATIONS:

During the year under review, the Company has recorded a lower total income of 167.89 lakhs
as compared to Rs. 276.86 lakhs for the previous year and net profit after tax of Rs. 14.55 lakhs
for the year as compared to the loss of Rs. 124.34 lakhs in the previous year.

DIVIDEND:

In view of retention of profit, no dividend was recommended by the board of directors.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2024 was Rs. 4,87,68,470/- during the year under
review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186
of the Companies Act, 2013. The details of the investments made by company are given in the
notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND ITS FUTURE OPERATIONS:

The BSE on April 15, 2024 has given the trading approval of 45,06,847 equity shares issued to
promoters and non-promoters on preferential basis. Apart from this, there are no other,
significant material orders passed by the Regulators or Courts or Tribunals which would impact
the going concern status or future operations of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The scope and authority of the Internal Audit function is defined in the Internal
Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports
to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The
Internal Auditor appointed by the Company viz. M/s. S. K. Lahoti & Co., monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company. The Audit
Committee of the Board, addresses significant issues raised by both the Internal Auditors and
Statutory Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As per the provisions of the Companies Act, 2013, Smt. Aditi Ranka (DIN: 08071428) retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re¬
appointment. The Board recommends her re-appointment.

The necessary resolution for the appointment of Smt. Aditi Ranka (DIN: 08071428) is also
being placed before the members for their consideration at the forthcoming Annual General
Meeting.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board
has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner
in which the evaluation has been carried out has been explained in the Corporate Governance
Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they
fulfill the conditions of independence as specified in the Act and Rules made thereunder and are
independent of the Management.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed
a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

During the year, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report.

CONSERVATION OF ENERGY:

The Company’s operations are not energy-intensive and as such involve low energy
consumption. However, adequate measures have been taken to conserve the consumption of
energy.

TECHNOLOGY ABSORPTION:

Operations of the company do not involve any kind of special technology and there was no
expenditure on research & development during this financial year. However, your company
continues to upgrade its technology (computer technology and telecom infrastructure) in
ensuring that it is connected with its clients across the globe.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review, there was no foreign exchange earnings or out flow.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

Your Company continues to take new initiatives to further align its HR policies to meet the
growing needs of its business. People development continues to be a key focus area of the
Company.

DIRECTOR RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors would like
to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed.

ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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 had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

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

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of the business. The disclosure of material Related
Party Transaction in FORM AOC-2 is given in “Annexure A” to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY;

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of
being one of the most respected companies in India, the Company is committed to the high
standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out to any person for a
genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code. All the
Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of

the Board in the course of day to day business operations of the company. The Company
believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of
any form and the Board has laid down the directives to counter such acts. The code laid down
by the Board is known as “code of business conduct” which forms an Appendix to the Code.
The Code has been posted on the Company’s website www.jumbo(inance.co,in

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders. The Code gives guidance through examples on the expected behavior from an
employee in a given situation and the reporting structure.

All the Board Members have confirmed compliance with the Code.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a familiarization
programme for Independent Directors with regard to their role, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company etc. The Board Members are provided with all necessary documents/ reports and
internal policies to enable them to familiarize with the Company’s procedures and practices.
Periodic presentations are made at the Board and Board constituted Committee Meetings
pertaining to business and performance updates of the Company, global business environment,
business strategies and risks involved. Directors attend training programmes/conferences on
relevant subject matters and keep themselves abreast of the latest corporate, regulatory and
industry developments.

STATUTORY AUDITORS:

At the Company’s 36^th Annual General Meeting held on 30th September, 2020, M/s. Hiren
Buch Associates, Chartered Accountants (Firm Registration No. 116131W) has been appointed
as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion
of the 36^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting of
the Company.

STATUTORY AUDITORS’ REPORT:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory
auditor in his report. The observations made by the Statutory Auditors in their report for the
financial year ended 31^st March, 2024 read with the explanatory notes therein are self¬
explanatory and therefore, do not call for any further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Pankaj S, Desai, a firm of company Secretaries in practice, to undertake the
Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial

year ended 31^st March, 2024 in the prescribed form MR-3 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. There are no major observations made by the Auditor in the Report
except the following:

1. The Company has a website updated with the Quarterly financial information and the
quarterly shareholding pattern of required information under Listing Obligations and
Disclosure Requirements) Regulations, 2015.

2. Promoters 100% shareholding in the Company is not in dematerialized form in terms of
Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. As per Section 101 of Companies Act, 2013 the company is required to send the notice
of AGM to its shareholders either in writing or electronic mode which is not being
strictly followed by the company.

4. As per requirement of Secretarial Standard on Board meetings (SS-1), General Meetings
(SS-2) and Minutes (SS-5), the maintenance & preservation of minutes of Board &
General Meetings are not strictly followed.

5. The Company has designated software for SDD and it is taking additional measures
with the help of IT Department to put the software into effective use.

6. The Details of the Independent Directors whether registered under the Independent
Directors’ Database could not be verified.

7. As per regulation 17(1)(1C) of the SEBI (Listing Obligations & Disclosure
Requirements) (Third Amendment) Regulations, 2021, the approval of shareholders
for appointment of additional Independent Directors was not taken within a period
of 3 months from the date of appointment.

However, the company would ensure in future that all the provisions are complied with the
fullest extent.

EXTRACT OF ANNUAL RETURN:

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is available
on the Company’s website at https://www.jumbofinance.co.in/investor-relations

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed
under the Companies Act, 2013.

REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 AND OTHER
APPLICABLE PROVISIONS:

There are no employees of the Company, drawing remuneration exceeding limits prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

The Management Discussion & Analysis Report& the Corporate Governance, which forms an
integral part of this Report, are set out as separate Annexure “D” and Annexure “E”, together
with the Certificate from the auditors of the Company regarding compliance with the
requirements of Corporate Governance as stipulated in Listing Regulations.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole
hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers
and other Business Associates towards the conduct of the operations of the Company

PLACE: MUMBAI FOR AND ON BEHALF OF THE BOARD

DATED: 13.08.2024

Sd/- Sd/-

SMT. SMRITI RANKA J. P. KHANDELWAL

MANAGING DIRECTOR DIRECTOR / CFO

DIN: 00338974 DIN: 00457078

---

Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31,2014.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year under review are summarized below:

Particulars Current Previous year year 2013-14 2012-13 (Amount (Amount in Rs.) in Rs.)

Profit before Depreciation 395594 442173 and Taxes

Less: Depreciation 24153 32097

: Prior Period Exp, 20309 -

Profit after depreciation 351132 410076

Less: Provision for Taxation

Current Tax 111100 130000

Deferred Tax (2311) (3210)

Income tax for earlier year (152) - Profit for the year 242495 283286

Add : Balance brought forward 7486644 7260016 Balance carried to Balance Sheet 7729140 7486644

DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

DIRECTORS

The Company has received declaration from all the directors along with their interest in other companies as required under Section 184 of the Companies Act,2013.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS & AUDIT REPORT

M/s Chaturvedi Sohan & Co., Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, they offered themselves for re- appointment. M/s Chaturvedi Sohan & Co. have been given written consent and certificate as are required in terms of section 139 (1) of the Companies Act read with Rule 4 of the Companies (Audit and Auditors) Rules,2014. The members are requested to consider their appointment for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s sixth Annual General Meeting.

The notes of Financial Statements referred to in the Auditor''s Report are Self -explanatory and do not call for any further comments.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

RESPONSIBILITY STATEMENT

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

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 f air view of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for the period;

c) That they 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;

d) That they have prepared the Annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-ape: ation received from employees at all levels performed their duties and responsibilities and for close received from them during the year. Your Directors also record their sincere appreciation of the continued support; assistance and co-operation extend by the Company''s Bankers ami also Shareholders of the Company who put their confidence in the company.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Dated: 30th APril, 2014

(Smriti Ranka) DIRECTOR

---

Mar 31, 2013

To, The Members,

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year under review are summarized below; Current year Previous year 2012-13 2011-12 Particulars (Amount In Rs.) (Amount In Rs.)

Profit before Depreciation and Taxes 442173 1324844

Less: Depreciation 32097 43628

: Exceptional Items - 937550

Profit after depreciation 410076 343666

Less: Provision for Taxation

Current Tax 130000 110000

Deferred Tax (3210) (3652)

Income tax for earlier year - 2267

Profit for the year 283286 235051

Add : Balance brought forward 7260016 7024965

Balance carried to Balance Sheet 7486644 7260016



DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Direcluis confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they 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;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.



FOR AND ON BEHALF OF THE BOARD





(J. P. Khandelwal)

Place: Mumbai DIRECTOR

Dated: 25th Mav, 2013

---

Mar 31, 2011

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review are summarized below:

Current year Current year 2010-11 2009-10 Particulars (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation and Taxes 317731 629146

Less : Depreciation 60781 39499

Profit after depreciation 256950 589647

Less: Provision for Taxation

Current Tax 85000 148000

Deferred Tax (2027) 6023

Income tax for earlier year (178) -

Profit for the year 174155 435624

Add : Balance brought forward 6850811 6415187

Balance carried to Balance Sheet 7024966 6850811

DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they 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;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

FOR AND ON BEHALF OF THE BOARD

(J.P. Khandelwal )

Place: Mumbai DIRECTOR

Dated: 4th August, 2011

---

Mar 31, 2010

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The salient features of the Companys financial results for the year under review are summarized below;

Current year Current year 2009-10 2008-09 Particulars (Amount in Rs.)(Amount in Rs.)

Profit before Depreciation and Taxes 6291.46 1136879

Less : Depreciation 39499 10567

Profit after depreciation 589647 1126312

Less : Provision for Taxation

Current Tax 148000 117000

Deferred Tax 6023 61445

Income tax for earlier year - 1794

Profit for the year 435624 946073

Add : Balance brought forward 6415187 5469114

Balance carried to Balance Sheet 6850811 6415187



DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies [Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnaval & Co., Chartered Accountants. Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annuai General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956. a certificate to this effecl has been obtained from M/s. Alka Modi & Associates, Company Secrefaries, Mumbai. a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they 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;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

FOR AND ON BEHALF OF THE BOARD

Sd/-

(J. P. Khandelwal)

Place; Mumbai DIRECTOR

Dated: 4th August. 2010