SURYODAYA INVESTMENT AND TRADING COMPANY LIMITED Registered Office: 714, Raheja Chambers, 213, Nariman Point, Mumbai - 400 021

Tel.: 022-65970585 Fax: 022-2282 0538

NOTICE

Notice is hereby given that the Annual General Meeting of the Membcrs of SURYODAYA INVESTMENT AND TRADING COMPANY LIMITED will be held at 714, Raheja Chambers, 213, Nariman Point, Mulnbai - 400 021 on Thursday, 30th September, 2010 at 7.00 PM to transact the following business:

ORDINARY BUSINESS:

I. To receive, consider and adopt the Audited Profit & Loss Account for the year ended 316' March, 2020 and Balance Sheet as at that date together with report of the Directors' and Auditors' thereon.

2. To appoint a Director in place of Shri R. S. Bhanpi who retires by rotation and rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Shri S. M. Singhvi who refires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Auditors and to authorise the Board of Directors to fix their remuneration.

By order of Board of Directors For Suryodaya Investment and Trading Co. Limited

' , I '

R, S . Bhangui S. M. Singhvi DIRECTORS

Place : Mumbai Date Pd September, 2010

Continuation Sheet

NOTES:

1. A member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and on a poll to vote instead of himself and a proxy need not be a member of the company, A Member unable to attend may appoint another person [Whether a Member or not] as his proxy in the enclosed form which shall be deposited with the Registered Office of the Company at 714, Raheja Chambers, 213, Nariman Paint, Murnbai - 400 021. The proxies in order to be effective must be received by the company not less than 48 hours before the meeting.

2. The Register of Members and the share transfer books of the companv wilI remain closed from 26th September, 2010 to 30th September, 2010 both days inclusive].

3. SharehoIders are requested to bring their copies of annual report for the meeting.

4. Members are informed that a11 correspondence may be made at the registered Office of the Company at 714, Raheja Chambers, 213, Nariman Point, Mumbai - 400 022.

5. Men~bers/Proxies should bring the Attendance Slip sent with the annual report duly filled in and signed and hand over the same at the entrance of the hall for attending the meeting.

6. Members are requested to quote their FOLIO Number in all their correspondence.

By order of Board of Directors For Suryodaya Investment and Trading Co. Limited

J~ * I : ..

R. S. Bhangui S. M. Singhvi DIRECTORS

Place : Murnbai Date 2nd September, 2010

SURYODAYA INVESTMENT AND T M D I N G COMPANY LZMIED Registered Office: 714, Raheja Chambers, 213, Nariman Point, Mumbai - 400 021

Tel.: 022-65970585 Fax: 022-2282 0538

D I R E C T O R S ' R E P O R T

THE MEMBERS OF SURYODAYA INVESTMENT AND TRADING COMPANY LIMITED

The Directors of your Company presents the Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

OPERATION:

During the year your Company has incurred a net Loss of Rs. 120,895/-. The total Ioss carried forwarded to the Balance Sheet is Rs. 77,762,543/-.

DIVIDEND:

In view of the losses incurred, your Directors do not recommend any dividend fox the year.

PUBLIC DEPOSIT:

The Company has not accepted any public deposit as defined under the provisions of Non-Banking Financial Companies (Reserve Bank) Direction 1977.

DIRECTOR:

Shri R. S. Bhangui and Shri S. M. Singhvi are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm that, they had:

a. followed in the preparation of annual accounts, the applicable accounting standards and given proper explanation reIating to materia1 departure if any;

b. seIected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a h e 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 that period;

Coniinuation Sheet 4

c. taken proper and sufficient care for the maintenance of adequate account records in accordance with the provisions of the Act so as to safeguard the assets of the company and to prevent and detect fraud and other irregularities;

d. prepared the accounts on a going concern basis;

AUDITORS:

The present auditors Mjs. Kbndelwal jain & Company, Chartered Accountants, will be retiring at the ensuring Annual General Meeting and being eligible offer thernseIves for reappointment.

PARTICULARS OF EMPLOYEES:

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rule, 1975 is not applicable to the Company.

ENERGY CONSERVATION / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no activities relating to conservation of energy or technology absorption. During the year under review, the Company did not earn and use any Foreign Exchange.

By order of Board of Directors For Suryodaya Investment and Trading Co, Limited

3 i' - . A I

R. S. Bhangui S. M. s'inghvi DIRECTORS

Mace : Mlrmbai Date 2nll September, 2010

KHANDELWAL JAIN & CO. Website: www. kico.net 8 E-mail: kjco@vsnI.com CHARTERED ACCOUNTANTS 6-8, Pil Court, 6th Floor, 12-8, Boldota Bhovon, 5th Floor, 1 1 1, M. Karve Road, Churchgote, 1 1 7, M. Karve Rood, Churchgafe, Mumbai - 400 020. Mumbai - 400 020. Tel.: (+91-22) 431 1 5000 Tel.: (+91-22) 431 1 6000 Fax : 43 1 I 5050 Fax : 431 1 bob0

The Members SIIRYODAYA INVKSTMEN'TS & 'I'IUDING COMPANY LIMITED

1 . Wo havc audited the atttlached Balancc Shcet of SURYODAYA INVESTMENTS & TRADING COMPANY T.TMTTED, as at March 3 1, 20 1 r)

and also the Protit and 1,oss Accounl and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These tirlancial state~nents are the responsibility of the C:ompany's management. Our rcspansi bility is to express an opinion on thcsc financial statements based on our audit.

7 -. We conduclcd our audit ill acct3rdauce x i it11 auditing standards gcncrally accepted in India. 'lhvse Slandards reqr~ire thrll M t: plan and persirin the audit to obtain reasonable assurrulce ahout i t helhel. the tinancial statements are free of nlatcrial ~ n i s tatement . ,In uurl it i ~ ~ c l u d c s cxamining, on a test basi~, cvidc~ico suppoi*ting thc amounts xlrl rlisclosurcs in the financial statements. An audit also includcs assessing IIhe accounting principles used and significant cstimatcs inadc by r n a ~ ~ a g t n ~ e n t , as \vet1 a s evaluating the overall financial statement presentation. We believe that our audit provides a reasonahlc basis fi)r our opinion.

3. As rcquircd by thc (:ompanics LrZctditocs' Reporl] Order 2003 issued by the Central Govcmmcnt of lndia in terms ol' See tion 227 (4A) of the Cornpanics Act, 1956, a ~ ~ d 011 the basis o f suc.11 i.l.~ccks as \be considered appropriate and according to thc infornlaticm atld c'~p1311atior1~ gi1211 10 US, we enclose in the Aimexure a stateinerlt on miitters specified in p3t'3gt*fiphs 4 and 5 of the said Order.

4. Further to our colunlcnts in the Annexure referred tn abovc, wc rcporl that:

a. We have obtained all the i~zli>rmatjon and cxplanalions, which to the best of our knowledge and belief werc necessary [or tlne purposes of our audit.

> , b. Inouropinion,properbooksofaccour~tasrequiredbylawhavebeenkept - by the Cornpanv, so far as appears horn our exaimination of those books.

c. T'he Balance Sheet. Profit and Loss Account md the Cash Flow Statement > dcalt with by this Rcport arc in agreement with the books of account. * t

IWANDELWAL JAIN 8E CO. CHARTERED ACCOUNTANTS

CONTINUATION SHEET

5 . a) Rased on he audit procedure applied by us. and according to Ihe infbrrnation and explanations given to us, wc are of opinion that there are no contracts and arrangements required to be entered in the register maintained in pursuance of section 30 1 of the Companies Act, 1956.

b) In our opiniot~ and accordkg to t11c information and expl anali ons given to us, there are no traxlsaclions niadc in pursw~cc 01 contracts 311d n~mngernents required to k: entered in the register maintained uls.301 of thc Cornpanics Act, 1956 and exueehlg the value orKs.5 lakhs in respect clt'iit~y p a 1 3 during the year.

6 The Company has not acceptecl any dcpasits from the public and conscqucntl~, tlir di~+cctivcs issued by the Reserve Rank of India, the provision of Sections 3XA and 58AA and any otl~es relevant provision of the Co~npanics Act, 1956 and the rules li-amed there under arc not applicable.

7 'l 'litj i " n ~ p ~ u ; ~ ~ did rzot have internal audit system during the year.

8 According to the infortnation and explanations given to us, the Central Govesnlnent has not prcscri bcd inai ntenance of cost records undcr clause (d) of sub-section ( I j of Section 209 of thc Companies Act, 1 956 in respect of services czricd out by thc Con1p;111~-.

9. a) According to the ink]-mation and explanations given to us, and on ihe basis of records examined by us. dle Cumpmy has been regular in depositing with appropriate autho1.itjes undisputed statutory dues incl ucling Income Tax, Sales tax, Wealth tax, Sel-vice tax, C'ustom duty, Excise dutj, Ccss, According to the information and expla~~rltions given to us, no undisputed amount payable in respect of aforesaid dues werc outslanding as at March 3 1, 1010 for a pcriod of more 111ai1 six months fro111 thu datc thcy became payable.

b) According to thc inh~nation and explanations given lo us, there are no dues in respect of' Sales tax, Incoinc tax, Custolns duty, Wealth tax, Service tax, Excise duty, and Cess ttil-lt havc not been deposited except in respect of incoinc tax demand for the -4ssessment Ycar 1 99 1 -92 and 1997-98 under dispute before I?'A?'/High Cout~ amnunling to Rs.45.66 lacs (P.Y. Rs.45.66 lacs) on accoutlt of any dispule.

10 The Company has no accumulated iosscs at the end of the financial year. The Company has incurred cash losses of Ks. 285,675/- during the financial year covered under audit and Rs. 47,243- during the i~nrnediately prcccdi~~g financial year.

L p & , *,, 11 The Company has ncither taken any loans fiow r j financial institution and a bank nor issued any debentures.

I

12 'l'he C'oinpany has not grantcd loat~s :ind advances on thc basis of security by 5: .; % M a) ~>fpleclge of' shares, debentures atld otl~cr scc~iri~ies. -\

I-CHANDELWAL, JAXN & CO. CHARTERED ACCOUNTANTS

CONTINUATION SHEET

13 The Company is t~ot a chit h n d or n nidhil~nutual hcnelit fund or a society and thol-&ore the related provisions of clausc 4(xiii) of the Order are not applicable to the company.

14 AccosdingtotheinSo~~~~ti~tiandexplanationgiventous,theCompan~l~as maintained records of ~ansactions and contracts in respect of trading in shares, debenrurcs and other securities 3t1d generally timclq entries have bcen made therein. 2211 shares debentui-cs and other sccwities have bccn held by the C'ompruy in its own name except to the extent of the extrlnption granted utldcr sectioii 49 of the Companies Act, I956 nl~d savc for certain shares wllich are cithcr lodged fbr transfcr or held with valid transfer fol-ins.

15 According LO lhe infot.mation and explanation given to us, the Company has not givcn any guarantee l i ~ r loais tnksn by others from Banks or financial institution. Howcvcr, the C'ompany has givcn an undertaking to various Financial Instilut i o l~s not to transfkr, assign. pledge, hypo~hecate or otherwise dispose elf in any manners its investments i r l cquily shares in LMI, Limited withoul prior apptwal of the hstitutiot~s su long as the lams, advarlccs to T,MI- L i rnitcd by lnsti tutions remain outstanding.

16 ' I ' l lc Company has not obtained any tern1 loans.

1 7 According .+ to the inl im~~atjon and explanation gi1.tl.n to us and on an overall examinalio~~ of the 13alancc slneet of ~ h e Company, we are of the opinion that the C'oinpany has nol ulilized funds r'tised from short term sources towards long le1.171 i~~vestmenl.

18 The Company has n o t made any preferential allotme111 u C shares to partics and companies cove]-ed in the register maintained under section 301 of the Act.

19 ?'he Comparly bas not issued any secured debr~~tures.

20 The Company has not ~Vaisod an money by public issue dtrrit~g the year.

21 According to the informalion and explanation giver1 to us, no fraud on or by the Company has bee11 noticed or repoited during the year.

For KHANDELWAT, JATN & CO. Chartered Accnuo tan ts

6;;;;-"

Firm Registration No. 1 05049CV , .T?!,- a RL

i h'; (SHIVRATAN ?lCAKWAiL) - ,, p: i- t + PARTNER 0'

Membership No, ; 104180

Place : M~unhai Date : Seplembei- 2, 20 10

KHANDELWAL JAIN & CO. Website: www.kjco.net E-mail: kjco@vsnl.com CHARTERED ACCOUNTANTS 6-6, Pil Court, 6th Floor, 1 1 1 , M. Kawe Road, Churchgate, Mumbai - 400 020. Tel.: (+91-22) 431 1 5000 Fax : 431 1 5050

12-8, Baldota Bhavan, 5th Floor, 1 17, M. Kawe Road, Churchgate,

Mumbai - 400 020. Tel.: [+91-22) 431 1 6000

Fax : 431 1 6060

ANNEXURE TO THE AUDITOIXS' REPORT (Tn Thc Members of Suryodaya In\~cstmcnts dG TI-adisp Cumpan?, Limited)

1 . a) The Company has maintained proper rect3l-Js shuiving hl l pat-ticulxs including quantitative details and siiuatioi~ of fixed assets.

b) As explained to us the fixed assets have been pl~psicnlly \/crificd by h e

managernenl and no material discrepancies were noticed on such verification. In our opinioii the frequency of verification i s ~+t)asunable having regard to the size of the company and nature of its business.

c ) During the year the Company has not disposed of any part ol'its lixed assets.

2 . The Company docs not have any inventol?. rjcoordingly Clause 4(ii)(a), (b) & ( c ) of the Order arc no1 applicable.

3. a) The company has granted unsccurcd Ioans to six companies, covered in the registcr maintained uls.30 1 of thc Coinpanics Act, 1956, aggregating to Rs. 12,80,3 2,698/- (aggregate of ~nri?; i tnum outstanding at any time during the year Rs. l2,9 1,78,598/-).

b) Tn our opinion and according 10 ~ht : infbnmalion and explanations given tr) us thc rate oC inlerest wherever applicable and other tertns and conditions are, prima-facie, pr-ejzrdicicrl fo rhc iilt~3rest c?f'th~' cnnzpany.

c) As per t l~c inform:~tion ruld esplalation given to us, the loans granted are i+ep;lya ble on demand and no lacpa\, mcnt schcdulc i s stipulatcd.

d) In i c \ i of ( C) atlo~re, ttlsre is no overdue amount in respect of the loans given hy 111e uompanq .

e) 7'hc r o ~ ~ ~ p a n y has t k e ~ uxlsecuwed loans from h - e e parties covered in thc rcgister ~na in~ i ined ds.301 or the I'otnpanies Act, 1956, aggregating to Rs. 558,452/- (itggregak ol' maxim~rnl ourstat~di tlg rtr any time during the year Ks. 603,452/-).

i j In our opinion and according to tha information at-ind explanations given to us ~ h c ratc of interest wherever applicable and other terms and conditions are, prima-facie, not prejudicial to the i~~ler+est o r the company.

g) As per the infunnation and explanation given to us, the loans taken are repay able on demand and no repaymen1 schedule i s stipu l ated .

4. In our opinion, aiid accordil~g to tlie inronnritir~n and explanations given to us, there are adequate intcrnal control procedures co~ntnensurate with size or the Company and the nature of its business for the purchase of fixed assets. -1 he activities of the Company do not i~lvolve pul-cliasr ol' inventory and the sale of gonds and services. We have not observed ~na-iol- \zeakness in thc internal

& controls during the coursc of thc audit.

KHANDELWAL JATN & CO. CHARTERED ACCOUNTANTS

CONTINUATION SHEET

d. In our opinion, thc Balance Shcct, the Profit & Loss Account and the Cash Flow Statement dealt with by this lieport comply with the Accounting Standards referred to irz Sectivi~ 2 1 1 (3C) of the Companies Act, 1956.

e. 017 lhe basis of written rcprcscntations rcccivcd from thc Directors of thc Company as on March 3 1, 20 10 and taken on record by the Board of Directol-s, none o l' the 1)ircctors are disqual i lied as at March 3 I , 20 1 0 from being appointed as a Ilirector in tenns of clause (g) of sub-section ( 1 ) of section 274 of tlne Companies Act, 195 6;

In our upinion and lo rhe best o r our information and according to the explanations givcn to us, thc said accounts read together with Note No. B- I ~ r n d B-5 of ,Scl7~dule f I regurding pending registration with I?B/ cf- ~ o l z

uvuiluhil i~ of conji~-mc~-lisn c!f' hulances respectively and read together with the signiticant accounting policies and other notes thereon, give the inibrmation 3s required hy the C'ompanies Act. 195h, in the manner so required and g i ~ e a true ;ind fail- view in confol-l~lit~. mith thc accounting principles genul-all) ncuup~cd in lnclin:

i] in the case o f the Rnla~lce Sheet. of the state u f affairs of the ro~npany as at March 3 1 , 20 1 0; and

ii] in the cast: of the Profit and T.,oss Account, of the loss for the year ended on that date; and

i i i ] In the case ol' cash flow strlte~netit, of the cash flows for the year ended on h a t date.

For KHANDELWAL ,IAlN & C'O. Chartered Accountants Firm Registration No. 105049LV

(SHIVRAI'A N AGARWAL) I'ARTNER Membership No. : 1041 80

Placc : Mutnbai Date : Scptcmbcr 2 , 2010

SURYODAYA INVESTMENT & TRADING COMPANY LIMITED

Shareholders Funds Share Capital Reserve and Surplus

BALANCE SHEET AS AT MARCH 31,2010

As at As at Schedule 31.03.201 0 31.03.2009

Loan Fund - Unsecured Loans

TOTAL

Fixed Assets Gross Block Less: Depreciation Net Block

Investments

Current Assets, Loans & Advances Cash & Bank Balance Loan & Advances

Less:Current Liabilities & Provisions Current Liabilities Provis~ons

Net Current Assets

-

TOTAL 21 9,018,463 220,021,772 SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS 11 AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board

For KHANDELWAL JAlN & CO.

CHARTERED ACCOUNTANTS u .L , ;

r 1 ,,. ,-

5 a- . . ,,A ,. *, '

i 6 , - ; j 3 '

(SHIVRATAN BG~RWAL) ,-, ;. ? A S.M. S I N G H ~ 1 PARTNER 'L7 ) Membership No. 104180 ) Dirctor

1 Place: Mumbai R.S. BHANGUI )

Date: September 2, 2Q10

SURYODAYA INVESTMENT L TRADING COMPANY LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31,2010

for the year ended for the year ended Schedule 31.03.201 0 31.03.2009

INCOME Income from tnvestmeni (Dividend) Other Income

Administrative & General Expenses Depreciation Provision for diminution in investments

Loss before Tax Less : Provision for Taxation Loss after Tax (300,882) (I 20,895) Add: Balance brought foiward from previous year 77,761,543 77,082,438 Balance carried to balance sheet 77,460,661 77,761,543

Basic & Diluted Earning Per Share (Refer Note No. B - 9 of Schedule 11)

SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS 11 AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board

For KHANDELWAL JAlN & CO.

CHARTERED ACCOUNTANTS - - -. - . -L . '/>$tb'&k -. $8, 9 d

, **, ;P :\ ;'& \ <: , -

:ui- ",,,. (SHIVRAT AN AGARWAL) , +-

PARTNER , t I' Membership No. 104180 % L L-q,.@,~o'Li zu , s" .+: %* .) ) Oi rctor

I Pface: Mumbai R.S. BHAMGUl )

Date: September 2,2010

SURYODAYA INVESTMENT & TRADING COMPANY LlMlTED

SCHEDULE 1 TO 12 ANNEXED TO AND FORMING PART OF THE ACCOUNTS

A m 1 750000 (P .Y. 1 750000) Equity Shares of Rs. 1 Ol- each 7soooa (P.Y .7soooo) 2% Non-Cumulative Redeemable Preference Shares of Rs. I 01-each 500000 (P.Y. 500000) 13.5% Cumulative Redeemable Preference Shares of Rs. I 01-each

As at As at 31 -03.201 0 31.03.2009

Rs. Rs.

30,000,000 30,000,000 ISSUED

1350000 (P.Y. 1350000) Equity Shares of Rs.101- each 750000 (P.Y.750000) 2% Non-Cumulative Redeemable Preference Shares of Rs. 1 01-each

SUBSCRIBED AND PAID UP

1332580 (P.Y. 1332580) Equity Shares of Rs.1 Ol- each fully paid up

SCHEDULE - 2

RESERVES 8 SURPLUS Capital Reserve (on Amalgamation) Capital Redemption Reserve NBFC Statutory Reserve Profit & Loss N c

SCHEDULE -3

Intercorporate Deposits 558,452 603.452 From Direcotrs

- 657,427

(maximum outstanding Rs. 657,427 (P.Y ,657,4271-1 558,452 1,260,879

SURYODAYA INVESTMENTS & TRADING CO. LTD.

SCHEDULE - 4

FIXED ASSETS -Depreciation (AMOUNT IN Rs.)

Sr.lYo. -

1

2

3

4

5

Particulars

Office Premises

Ofice Equ~pments

Motor Vehicle (Jeep)

Scooters

Plant & Machinery

TOTAL (Rs.)

Previous year (Rs.)

Gross Block As on

31.03.10

298,000

j22,855

189,784

93,158

700,122

1,403,919

1,403,919

-- As on

01.04.09

298,000

122,855

'I 89,784

93,158

700,122

1,403,919

1,403,919

Depreciation -Block

Additions As on

31.03.10

68.148

21,250

965

3,37 1

41,294

135,028

150,235 _

U pi0 31.03 I 0

229,852

101,605

188,819

89,787

658,828

1,268,891

1,253,684

Upto 31.03.09

226,265

98,172

188,482

88,609

652,156

1,253,684

1,236,126

As on ,31 03 09

71,735

24,683

1,302

4,549

47,966

150,235

For the year

3.587

3,433

337

1,178

6,672

15,207

17,558

SURYODAYA INVESTMENTS & TRADING CO. LTD.

SCHEDULE 5 : INVESTMENTS

J. K Cotton Spg. & Wvg. Mills Ltd.

The Tranvancore Elect. Chemicals Ind. Ltd

Century Textile & Ind. Ltd.

Shree Rajasthan Syntex Ltd.

Hindustan Development Corpn. Ltd.

Oswal Agrochemical & Fertilizers Ltd.

Vespa Car Co. ltd.

Oswal Agrochem Mills Ltd.

Samtel Color Ltd.

Essar Steel Guj. Ltd.

TlSCO Lid.

Tisco CCPS

Bimetal Agrochem Lid.

Canara Bank M/F

KJMC Global Market India Ltd.

Face Value Rs.

C Long Term Non ~ L d e Esuity Shares (Quoted) LML Ltd.

No. of Shares

10

As at

23221 40 (2322140)

As at 31.3.2010 , 31.3.2009

Rs.

80,182,335

Rs.

80.182,335

No. of Shares

50000 (50000)

50000 (50000)

22 (22)

554500 (554500)

15000 (I 5000)

418000 (41 8000)

4656 (4656)

100011 (1 0001 I)

( f )

1 (1

1

(1)

As at 31.3.2010

Rs-

11,100

500,000

51 1,100

220

5,545,000

150,000

4,180,000

3,200

1,000,110

10

10

10

10,878,560 11,389,660

Name of the Company As at 31.3.2009

Rs.

11,100

500,000

511,100

220

5,545,000

1 50,000

4,180,000

3,200

1,000,110

10

10

10

10,878,560 1 1,389,660

Face Value i Rs.

UNQUOTED SHARE (IN SUBSlDlARlESl [AT COST1

Mahalaxmi Holdings Ltd.

Payal Inv. &Trading P. Ltd.

Sub Total ji)

10

10

UNQUOTED SHARES [IN OTHERS) (AT

Anala Finance & Leasing Lid.

Acme Inv. Ltd.

Anala Finance & Finance Ltd.(Pref.)

Mimosa Finance & Inv. Ltd.

lnlac Trading & Agencies P. Ltd.

S S Synthetics Ud.

Rasai Finance & Trading Ltd.

Archit Finance & Trading Lid.

Preyasa Finance & Investments Ltd.

Sub Total (ii) - T ~ I (B) ( i + i i )

COST)

10

10

10

10

10

10

I 0

10

10

Name of the Company i I-) I Hindustan Development Corpn. Ltd. Series VII

I Hindustan Development Corpn. Ltd. Series Vlll

Hindustan Development Corpn. Ltd Series IX

As at 31.3.2009

Rs .

4,800

22,000

36.560

Total {C)

Aggregate Cost of Quoted Investments 81,053,366 81,053,366

As at 35.3.201 0

Rs.

4,800

22,000

36,560

Face Value RS .

20 (20)

40 (40)

40 (40)

quoted investments

Aggregate Cost of Unquoted Investments 11,389.660 11,309,660

No. of Debentures

240 (240)

550 I5501

914

I

63,360 92,443,026

716,868

I (914)~ I I 63,360

92,443.026 716,868

Aggregate ~ a r k e t value of quoted Investments 21,538,731 13,817,502 91,726,158

J 91,726,158

SCHEDULE -6

CAS- Cash and cheque in hand Balance with Scheduled Banks in Current Account

SCHEDULE -1

LOANS AND ADVANCES Advances and Loans to subidiaries Loans and advances to Others Advance recoverable in cash orin kind or for value to be received Advance Income-tax 8 TDS

CURRENT LIABILITIES Sundry Creditors For Expenses Other Liabilities

P R O V I S I O ~ Provision for Taxation

SCHEDULE -10

Adverstisement Charges Audit Fees Bank Charges Conveyance Expense Fee Rates and taxes Society Maintenance Charges (inclused prior period expenses Rs. 1,72,000/- P.Y. Nil) Legal & Professional Fees Listing Fees Postal, Telephone & Other charges Prinling & Stationery Repairs & Maintenance

As at As at 31.03.201 0 31.03.2009

Rs. Rs.

SCHEDULE - 11

SIGNIFICANT ACCOUNTING POLICIES ANU NOTES TO ACCOUNTS:

A) SIGNIFICANT ACCOIJNTING POLICIES:

i. Basis of Preparation of Financial Statemetns:

'The financial statt~r~ents are prepared in accordance with Indian Generally Accepted Accounting Principles (YiAAP") under the historical cost convention o t ~ thc accrual basis. G A AP comprises Notifid Accounting Standards prescrilxd b) the Companies (Accounting Standard) Rules 2006 'as amended', the provisions of the Companies Act, 1956 and guidelines issued by thc Securities and Exchange Board of India (SERI). Accounting policies have been consistently applied except uhere a newly issued accouriting standard is initially adopted or a revision of an existing accounting standard requires a change in the accounting policy hitherto in use.

i Use of Estimate

The preparation of the financial statements in conrormity with Ci.4.4P requires the management to make estimates and assumptions thai affect the reported balances of assets and liabilities and disclosures rdelating to contingent assets and liabililies as at the date of the financial statements and reported amounts of income and cxpcilses during the period. Evamples of such estimates include pro\ isions for douhtt'ul debts, fuh~re obligations under employee retirement benefit plans. income taxes, post-sales customer support and thc useful I ives 01 fixed assets and intangible assets. Thc difference between the actual result and the estimates arc recogni7ed in the period in which results are known or materialized.

ii. Fixed Assets :

l'he fixed assets art: stated at cost less accumulated depreciation and impsirment loss if any.

iii. Depreciation :

Depreciation on fixed assets i s provided on writtell down value method at the rates speciiied iu Schedule XIV of the Companies Act, 1 956.

iv. Investments :

The I ~ n g Term Investments are stated at cost, C:ost is inclusive of brokerage, fees and duties. Thc decline in lhe market quotation of the invcslments other than temporay is provided wherever considered necessary.

v. Earnings f er Sharc :

Earnings per share is cornpuled using thc weighted averagc number of shares outstanding during the year.

vi. Taxation:

a) income tax expeilse comprises current tax ancl deferred tax.

b) Defcrred tax asset and liabilities are recognised for the future tax consequences of timing differences, subject to thc consideration of prudence. Deferred tm assets and liahilides are measured using the tax rate enacted w substantively enacted by the balance sheet at the carrying of dci'erred tax asset I liability are reviewed at each balance sheet date.

c ) Deferred tax asses arising mainly on account o f hrought forhard losses & unabsorbed depreciation under tax laws are recognized, only if there is n virtual certainty of i ts realization. supported by cc~rivincing evidence. Deferred tax assets on accotlrlt of other timing differences are recognized only to the extent there is a reasonable certainty of its rea t i ration.

vii. ln~pairment oC Assets

The Fixed Assets are reviewed for impairment at each Balance Sheet daic. In case of any such indication, the recoverable amount of these assets or group of assets is determined, and if such recoverable amount of the asset is less than it's carrying anzount. the imphirment loss i s recogniwd by writing down such assets to their recoverable amount. An impuirmeni loss is reversed i f ~hert. is change in the recoverable a m o m and such loss eithcr no longer exists or has decreased

viii. Prior Period Items

Prior period expenses:income is accounted under thc respective heads. Malerial items, if any, are disclosed separately under the respective head.

ix. Provisions & Contingent Liabilities

The company creates a provision when thurc is a present obligation as a result of an obligating event that probably requires an outflow of resources rind a reliable estimate can be made ufthe amount uf thc obligation. A disclosure for a contingent liability is made when there is a possible cbiigation or a present obliga~ion that may, but probably will not, require an outflo~v of rcsourc;es. Where there is a possible obligdi~n or a present obligation in respect of which the likelihood of outflow of resources is remote, no provisinn or disclosure is made.

x. Other Accounting Policies

These are consistent with the gencrally acccpted accounting practices. ? -

. ,

B) NOTES TO ACCOUNTS

I . Contingent liability not provided f o l d in respect of dispirted Itlcome Tax demand fur the Assessment Year 1991 -92 and 1997-98 which the Dcpanment has preferred an appeal with the Tri bunallH igh Court Rs.J5,65,969 (Previous Year Rs. 45,65,969)

2. Rs.5,16,523/- has been deposited for the assessment year 1991 -92 againsl the appeal filed for. the said assessment year with Income-tax Tri hunal and i t has been shown under the head Advance Income-tkx and TDS.

3. The company has given an undertaking to various Tinancia1 Institutions not to transter, assign, pledge, hypothecate or otherwise dispofz off in any manners i ts investments in equity shares in LMI, Limited without prior approval o f ihe Institutions so long as the loans, advances to LML Limited bj Institutions remain outstanding.

4 . Pursuai~t lo amendments in RBJ Act, 1934, the company had applied fur registration under the new scheme with R H I . In response i o the application, RBI has vide lelter No..DNBS (MRO).Nr\.4213/02.04.Regn./97-98 dated April 24. 1998, precluded the company frotn accepting or renewing any fresh public deposits. Thc NOF as on March 31. 2010 is more lhan the minimum stipirlated limit of Rs. 25!- lakhs. Pending an) further communication from RBI. the Company continues to carry on its existing business activi~ies and it has not accepted any pubIic depnsits.

5. The outstanding balances as at March 31, 2010 in respect of some of the Creditors, Loans attd Advances and certain bank accounts are subject tn confirmation from the respective parties and consequential recoriciliation I adjustments arising thcre from, if any. The management, howcver, does tlvt expect any material variation.

6. In the opinion of the Board, the value of realization of Current Assets, 1,oans & Advances in the ordinary course of business would not bc less than the amount a1 which they are stated in the Balance Sheet and the pl-ovjsion for known and detent~ined liabilities is adequate and not in exccss if amount reasanabl y rey u i red.

7. There are no dues to Micro and Small Enterprises. This inforrnatiot~ as required to be disclosed under the Micro, S~nall and Medium Enlerprises Developinent Act, 2006 has been detcrmined to the extent such parties have becn identified on the basis of information available with the Company.

8. In vicb of time limitations on carry forward losses and as a matter of prudence deferred tax assets arising on account of brought forward losses/unabsorhcd depreciation under tax laws and provision for diminution in the value of long tertn investments has not been recognized.

9. Earning per Share

Particulars Year ended Year ended 31.03.2010 31.3.2009

Net Profit attributable to Equity Sl~arehcllders tRs.) (3,00,88?) (1,20,895) Weighted Average No. of Equity Shares 1 3,32,580 13.32,580 Basic IIIiluted EPS (0.23) (0.09) Face Value 10;- 1 0/-

10. Disclosure requirements as per Accounting Standard (AS-1 8) on "Related Party Disclosure" issued by the Institute of Chartered Accountants of Indin.

(i) List of Related Parties and Ke lationships.

S.No. Name of the Related Party Relationship

1. Acme Investments Lid. ) Associate 2. Mimosa Finance P. Trading Ltd. ) Companies

3. Ragini Singhania 4. Shardha Singhania

5 . Gayatri S itlghania 6. A.K.Singhania 7. Dcepak Singhania X. Anut4ag Singhania

1 Major Shareholders of the 1 company able to exercise ) significant influence.

) Relatives of major ] Shareholders of the 1 Company. 1

9. Dhan Sharda Merchantile (PI Ltd. 1 Companies over which relatives: of 10. lnd Hitech Enterprises Pvt. Ltd. 3 major shnl.eholders of the SlTC are 1 1 . Ginideep Finance & investments (P) Ltd. ) able to exercisc significant influence 1 2. Bina Finivest Pvt. LLd. 1 13. Rrlsoi Trading & Agencies Pvt. Ltd. 1 14. lnlac Trading & Agencies Pvt . Ltd . 1 1 5 . Prej asa Finance & lnveslment Pvt. Ltd. ) 16. Archil Finance Rr 'l'rading Ltd. 2

17. Payal Investment & Trading PvZ. Limited Subsidiaries 18. Mahalasmi Holding Limited 1 . t I I.. '.

(ii) Transaction during the year with related partics. -

S r. Nu.

I I 1 thecornpsny I infl uenct. Loana & AtICancm (Includio~ recnvtrablc in rash o r in kind o r ful-value to he r e c e i v d

- .

Opening Balance I 1

.-

Nature of 'I'ransnclions

The relatcd party it~formation is as identilied by the management hascd on the information available and relied upon by thc auditors.

Subsidinrim

Mahsl,uimi Hclldings Payill Invcstmenl~ I3ina Finvest P Ltd. Ciinidwp Pin & In\ klin~osa Fin & Trud Dhdtl Sharda

12. The company operates only in one segment i.e. Investment & Finance Activities and therefore no separate segment wise detail i s given as required by Accounting Standard - 1 7 'Segment Reporting' issued by the lnrjlitute o f Chanered Accountants ol' India.

1 'The Previous year's figures have been, regrouped, earra ranged and reclassified whereverd necessary.

liayatri Singhan~a 1291 02 Prcyasa Fin & Inv 211405 Kasni Ti-. 6: Agenz~zs 21 1.45 I).K.Singhania 10000 Inlac 'I rading & Agencies Pvt. I td. 2765 C'louiopl Balancc Miibalmt~~i Holdings 5761 0163 Payal l nvestlnenls 29638071 Hina Finvest P I.td. 10321214 Ciu~idccp Fin & In>- 12726726 Mimosa Fin & I'rad 175114524 Dllw Sharda 926151 r~aydlri Singhaniu Preyasa Fin & In\ 25405 Rasoi Tr. CQ Agencies 36135 D.K.Singhwiil Inlac 't'radlng L Agencies Pvt. Ltd, 1 2765 Unaccured Loan -- Opening Balance Arch11 Finanoe P I,td. .i 894 3 Ind Hitech I) l.td.

657427

,ircbil Finance P Lrd. 43943 l11d tlitech P r.trl. 333500 A.K. Siughania

575951 63 2980977 I

C'tlmpauies over which relatives ut' major

sbarehr)ldem are vhh: tu cxercise sipnifirnnt

Associat~ Relative of major

~hareholdcr or

17594524

10363 1 14 1 348 1026

1151151

14. Additional inforn~ation pursuant to ptov isicjns of paragraph 3, 4C and 4D o T Part I I o f Schedule VI to the Companies Act, 1 956 are not applicable to the Company.

AS PER OUR REPORT OF EVEN DATE

For KHANDELWAL JAlN & CO. For and on behalf of the Suard CHARTERED ACCOUNTANTS,tj.v! ar. ,

, ,h- ?- *. .

I

' .;'A , ,,."% t;

(SHIVRATAN AGARWAL) PARTNER Director P l a ~ e : Mumbai, Dated : September 2. 211 10