The financial results for the year ended on March 31, 2013 are as under: Particulars Year ended 31.03.2013 Year ended 31.03.20112 Net Sales - - Other income 47878 10605 Financial Expenses 8607 31939 Depreciation -- -- Loss on Derivative Commodity Transactions 356153 -- Loss on sale of plant & machinery 486965 11219136 Loss before tax (2716819) (17,547,541) Loss after tax (2716819) (17,547,541) Paid up capital 51632000 51632000 PERFORMANCE Due to liquidity crunch faced by the company, both of the units of the company at Bhiwadi remained closed throughout the year and could not be restarted till now. The company has made one time settlement with Canara Bank and paid the settled amount in full. The no due certificate have been received from the bank and the charges of this bank on the property of the company has been released.

Report on conservation of energy, technology absorption and foreign exchange earnings and outgo in the manner prescribed as per Companies (Disclosure of Particulars in the respect of Board of Directors) Rules 1988, read with provision of section 217 (1)(e) of the Companies Act, 1956. A. CONSERVATION OF ENERGY a) Energy Conservation measures taken: The Company has installed latest plant and machinery, which is energy efficient. b) Additional investments and proposal, if any, being implemented for reduction of consumption of energy: No further specific investment is proposed in immediate future. c) Impact of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods The factories of the company remained closed throughout the year and no production has been done. d) Total energy consumption and energy consumption per unit of production as per Form A below: FORM A (Form for disclosure of particulars with respect to conservation of energy) A).POWER AND FUEL CONSUMPTION FOR THE YEAR ENDED 31.3.2013 FOR THE YEAR ENDED 31.3.2012 1. ELECTRICITY i) Purchase units NIL NIL Total amount NIL NIL Rate/Unit NIL NIL ii) Own Generation a) through Diesel Generation unit NIL NIL Total amount NIL NIL Units per litre of Diesel Oil NIL NIL b) through Steam Turbine Generator units NIL NIL Total amount NIL NIL Units per litre of fuel/Gas NIL NIL 2. Coal (Steam Coal for Boiler) NIL NIL 3. Furnace Oil NIL NIL 4. Other/Internal Generation NIL NIL B) CONSUMPTION PER UNIT PRODUCTION (IN KGS.) Product : Synthetic Yarn Electricity Units N.A. N.A. Furnace Oil NIL NIL Coal NIL NIL Other NIL NIL

C) FOREIGN EXCHANGE EARNINGS AND OUTGO (f) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: The company is on the lookout for new export markets consistently. (g) Total foreign exchange used and earned: Rs. in Lac Particulars For the year ended 31.3.2013 For the year ended 31.3.2012 Earned : Exports (FOB Value) NIL NIL Used Foreign Travel NIL NIL Imports (CIF Value) Raw Material Components a& Spare Parts Plant & Machinery Sales Promotion Legal & Professional Expenses Others (Capital Goods) Foreign Currency loan (Capital Goods) Interest on Foreign Currency Loan NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL

REPORT ON CORPORATE GOVERNANCE The company pursuant to the code of corporate governance introduced by the Securities & Exchange Board of India (SEBI) furnishes its report as under: 1.COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE “FILAMENTS INDIA LTD.” is committed to corporate governance in all its activities and processes and practicing the same. The Board of Directors of the company supports the core and board principles of corporate governance with a motive to achieve the highest levels of transparency, accountability and equity in all phases of operations. 2. BOARD OF DIRECTORS (a) Size and composition of board The board comprises of three directors, an optimum mix of executive and non-executive, independent and non-independent directors. Shri Krishna Gopal Bajoria was appointed as Chairman of the Board of Directors of the Company. The directors are well experienced in the field of business and industry. None of the Directors on the board holds the office of the Director in more than 15 companies or membership in committees of the board in more than 10 committees or chairmanships of more than 5 committees. Name of Director Status Mr. Krishna Gopal Bajoria Executive-Interested Mr. Ashwani Mundra Non Executive(ceases as director w.e.f 05.04.2012) Mr. Devanand Vashisht Non Executive Mr. Sudhir Gupta Non Executive (b). Number of board meetings During the period from 1st April 2012 to 31st March 2013 the board of directors met Eight (8) times, and board meetings were held on the following dates: - 5th April 2012, 14th May 2012, 20th July 2012, 25th August 2012, 29th October 2012, 29th January 2013 and 30th March 2013. S. No. Date of Meeting Board Strength No. of Directors present 1 05.04.2012 4 3 2 14.05.2012 3 2 3 20.07.2012 3 2 4 25.08.2012 3 2 5 29.10.2012 3 2 6 29.01.2013 3 2 7 30.03.2013 3 2 (C) Attendance of Directors: Attendance of each Director at the Board Meeting, Last Annual General Meeting and Number of other directorship and Chairmanship/Membership of each director in other companies is as follows: Name of Director No of Board Meeting held No of Board Meeting Attended Attendance at Last AGM No of Directorship in other Board as on 31.03.2013 No of Membership in other committees as on 31.03.2013 K. G. Bajoria 7 7 Yes 3 Nil Ashwani Mundra 1 0 N.A. N.A. Nil Sudhir Gupta 7 7 Yes 4 Nil Mr. Devanand Vashisht 7 7 Yes 3 Nil (d) Remuneration of Directors: No Remuneration or sitting fee has been paid to any of the Director or Managing Director of the company. 3. BOARD COMMITTEES The Board has constituted the audit committee, remuneration committee and investors’ Grievance committee. The board is responsible for constituting, assigning, co-opting and fixing the terms of reference for the committee. Recommendations/decisions of the committees are submitted to the board for approval. The quorum for the meetings either is two members or one third of the members of the committees and all the for remuneration committee. Audit committee MEMBERSHIP¬-: committee has three members. The audit committee had been re-constituted with Shri Sudhir Gupta was appointed as the Chairman and Shri Ashwani Mundra and Shri K.G. Bajoria was appointed as Members. However Shri Ashwani Mundra has resigned from the Board w.e.f 05/04/2012, therefore Audit Committee has been reconstituted and Shri Sudhir Gupta was appointed as the Chairman, Shri Devanand Vashisht and Shri K.G. Bajoria was appointed as Members w.e.f 5/04/2012. The terms of reference of the committee are as per the SEBI guidelines and the Companies act 1956. The primary objective of the Audit committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting. The committee overseas the work carried out in the financial reporting process by the management. During the financial year ended 31st March 2013 the committee met five times on 14.05.2012, 20.07.2012, 25.08.2012, 29.10.2012 and 29.01.2013. The attendance record of audit committee members is given below: - Name of director No. of meetings Held Attended Ashwani Mundra 5 0 K.G. Bajoria 5 5 Devanand Vashisht 5 5 Remuneration committee The remuneration committee has been constituted to recommend /review the remuneration package of the Managing Director/Whole Time Directors based on the performance and defined criteria. The Remuneration Committee comprises of 2 (Two) Directors, both of them being Non-Executive and Independent Directors. The name of the members of the Committee including its Chairman are as follows: Mr Ashwani Mundra - Chairman Mr Sudhir Gupta - Member However Shri Ashwani Mundra has resigned from the Board w.e.f 05/04/2012, therefore Audit Committee has been reconstituted on 05/04/2012 and new members of the Committee including its Chairman are as follows: Mr Sudhir Gupta - Chairman Mr Devanand Vashisht - Member No Meeting was held during the financial year as no remuneration or sitting fee has been paid to any of the Director and Managing Director of the Company. Shareholders’/investors’ Grievance Committee As a measure of good corporate governance and to specifically look into the redressal of the shareholders and investors complaints, the two member shareholders’/investors’ grievance committee was constituted. The terms of reference of the committee specifically emphasizes on rendering effective and quality service to the investors/shareholders in the following matters: - a) Transfer / transmission of shares; b) Dividends / interests; c) Dematerialization / Rematerialization of shares; d) Replacement of lost / stolen / mutilated share certificates; e) Splitting / consolidation; f) Conversion; and g) Other related issues. During the financial year ended 31st March 2013, the shareholders’/investors’ committee met twice on 20th July 2012 and 29th January 2013. The attendance record of shareholder’/investors’ grievance committee members are as follows: - Name of directors No. of meetings Held Attended Mr. Krishna Gopal Bajoria 2 2 Mr. Sudhir Gupta 2 2 The committee is satisfied with the working of the company regarding redressal of shareholders’/investors complaints and its share transfer and de-mats system. During the financial year under review no investor complain were received and no investor complaint were pending at the start and closing of financial year. 4. MANAGEMENT: MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The company has provided a detailed Management Discussion and Analysis Report as Annexure to Directors Report. 5. SHAREHOLDERS (a) Disclosure regarding appointment/reappointment of directors According to the articles of association of the company such directors’ shall retire from the office but shall be eligible for re-election. One third of such of the directors for the time being is liable to retire by rotation shall retire and, if eligible, offer themselves for re-election at the annual general meeting. (b) Communication to shareholders The quarterly, half yearly and annual results of the company are reported to the stock exchange where the shares of the company are listed. The company is also providing regular information to the stock exchanges and continuously striving to comply with all provisions of the listing agreement. (d) General Body Meetings The last three annual general meeting were held at SP – 1192 (F), RIICO Industrial Area , BHIWADI, ALWAR–301019 (RAJASTHAN)as per the following details: - Financial Year Time & Date of AGM Venue 2008-09 11.00 A.M. on 30.09.2009 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2009-10 11.00 A.M. on 30.09.2010 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2010-11 11.00 A.M. on 30.09.2011 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2011-12 11.00 A.M. on 29.09.2012 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 No special Resolution was put through Postal Ballot last year and as of now also there is no such proposal for this financial year too. (e) Disclosures (a) Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, its directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large: NONE (b) Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority on any matter related to capital markets, during the last three years: NIL 6. GENERAL SHAREHOLDERS INFORMATION The following information shall be useful to our shareholders: - (a) Annual general meeting The next Annual General Meeting of the company will be held on Monday 30th September 2013 at 11.00 am at the SP – 1192, (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan 301 019. (b) Financial year The last financial year of the company commenced from 1st April 2012 to 31st March 2013 and the next financial year of the company is from 1st April 2013 to 31st March 2014. The tentative financial calendar of the company for the financial year ending on 31st March 2012 is given below: - Board meeting for Schedule (Tentative only) Financial results for the quarter ending on June 30, 2013 Last week of July 2013 Financial results for the quarter ending on Sept 30, 2013 Last week of October, 2013 Financial results for the quarter ending on Dec 31, 2013 Last week of January 2014 Financial results for the quarter ending on March 31, 2014 Last week of May, 2014 (c) Date of book closure 25th September 2013 to 30th September 2013 (Both Days inclusive). (d) The shares of the company are listed on the following stock exchanges: - Name and address of stock exchanges 1. Delhi Stock Exchange Limited, Delhi 2. The Jaipur Stock Exchange Limited, Jaipur 3. The Calcutta stock exchange Association Limited, Kolkata 4. The Stock Exchange, Mumbai The Mumbai Stock Exchange has suspended the Shares of Company from being traded on BSE and on account of trading not being carried out on other stock exchanges the volume and price thereat can not be furnished. Listing fees to all the stock exchanges has not been paid. There has been no trading on either of the Stock Exchanges and the Company’s Shares have been Suspended from Mumbai Stock Exchange too. Stock Code : Bombay Stock Exchange (Code) : 514472 Delhi Stock Exchange : 7579 Calcutta Stock Exchange : 0818 Jaipur Stock Exchange : 481 (e) Address of R & T Agent : Beetal Financial & Computer Services Limited Beetal House, 3rd Floor, 99, Madangir Behind Local Shopping Complex, Near Dada Harsukhdas Mandir, New Delhi 110 020 The Registrar and Share Transfer Agent are for both physical and electronic shares transfer and shares dematerialization. (f). Market Price Data: Since the shares of the Company are under suspension from BSE the data as aforesaid could not be compiled. Source: bseindia.com Performance in comparison to BSE Sensex : Since the shares of the Company are under suspension from BSE the data as aforesaid could not be compiled. (f) ISIN Number: INE179C01010 (h) Share Transfer System: The average time taken for processing and registration of share Transfer requests received is less than 15 days. All dematerialisation requests are processed within 15 days. The address for Investor Correspondence & for any query on Annual Report is Secretaial Department SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan 301 019. There are no pending case for share transfer as on 31.03.2013. (i) The company has received no letter or complaint from any investor/ Stock Exchange/ SEBI or other statutory Authorities. (j) Dematerialisation of Shares The company has dematerialised approximately 77 % of the Equity Shares of the Company. The Company has already entered into agreement with both NSDL and CDSL for the dematerialization of the shares of the Company. There are no Outstanding GDRs/ADRs/Warrants or Convertible instruments, conversion date and there is no likely impact on equity. (k) Categories of Shareholder as on 31st March 2013 No. of Equity Shares held No. of Shareholders % of Shareholders No. of Shares held % of shareholding Upto 5000 6034 94.22 724409 14.03 5001 – 10000 160 2.5 136934 2.65 10001 – 20000 83 1.30 130898 2.54 20001 – 30000 33 .52 83020 1.61 30001 – 40000 10 .16 35599 .69 40001 – 50000 23 .36 108400 2.10 50001– 100000 18 .28 133600 2.58 10001 and above 43 .67 381034 73.80 Total 100 5163200 100 (l) SHAREHOLDING PATTERN: Category of Shareholders (as on 31st March, 2013) Category No of Share held % age Holding Promoters 2331185 45.150 Mutual Funds 213700 4.140 Bank, Financial Institution, Insurance Company and FIIs 445900 8.640 Private Corporate Bodies 641300 12.420 Indian Public 1529817 29.620 NRI/OCBs 100 0.002 Others (including employees) 1198 0.023 Total 5163200 100.00 COMPLIANCE BY THE COMPANY: The company has complied with the requirements of the stock exchange, SEBI, and other statutory authorities during the preceding three financial years on all matters related to capital market and no penalty / strictures have been imposed on the company (m) Address for correspondence All correspondence may be made at the company’s corporate office address given below: FILAMENTS INDIA LTD. SP-1192(F), RIICO INDUSTRIAL AREA, BHIWADI-301019, DISTT. ALWAR, (RAJASTHAN) DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT I, K G Bajoria, Chairman & Managing Director of Filaments India Limited do hereby declare and confirm that all the Board Members and the Senior Managerial Personnel have affirmed compliance of the Code of Conduct during the period from 1st April 2012 to 31st March 2013. Bhiwadi K G Bajoria 30.08.2013 Managing Director CERTIFICATION BY THE CHIEF EXECUTICE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) We, KRISHNA GOPAL BAJORIA, MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER of FILAMENTS INDIA LTD. to the best of our knowledge and belief certify that: 1. We have reviewed the Balance Sheet as at 31st March 2013 and Profit and Loss Account for the year ended on that date and all its schedules and notes to accounts as well as the Cash Flow Statement and the Directors’ Report. 2. These statements do not contain any materially untrue statement or omit any material fact nor do they contain statements that might be misleading. 3. These statements together present a true and fair view of the company, and are in accordance with the existing accounting standards and applicable laws/regulations. 4. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct. 5. We are responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the company pertaining to the financial reporting and have also disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or proposed to taken or what they have done or propose to do to rectify the same; 6. We have affirmed that we have disclosed to the auditors as well as the Audit Committee: (i) Significant changes in internal controls over financial reporting during the year. (ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements: and (iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting Place: Bhiwadi Date: 30.08.2013 KRISHNA GOPAL BAJORIA Chief Executive Officer & Managing Director MANAGEMENT DISCUSSION & ANALYSIS REPORT - 2011-12 INDUSTRY STRUCTURE & DEVELOPMENTS: In spite of various initiatives taken by the industry and the Government in the recent past, the textile industry is still reeling under losses due to the demand-supply imbalance and mounting costs. The increased interest rates has added increased burden to the already cash-starved industry. As a result, a no of units in the industry either have closed down or have gone sick. The ‘cost cutting’ mantra remains the single largest factor deciding the fate of units in the industry. Though the closure of some units has been unfortunate, concurrently it has been a blessing in disguise for other units of the industry. Due to the sudden demand-supply gap recently created by the closure, the remaining units have been able to breathe a sigh of relief. This has enabled them to implement the much needed price correction in the products that was long pending, but was not possible due to the prevailing buyer’s market. RISK AND CONCERNS: Though the outlook of the market has improved in the recent times, the company has constantly faced the problem of piling debts that it has been trying hard to serve. HUMAN RESOURCE DEVELOPMENT: The manufacturing units of the company has been shut down and the person employed has left for better option. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The company has incorporated an Audit Committee on 30th March 2001 pursuant to Section 292A of the Companies Act, 1956, consisting of three members. The same has been re-constituted thereafter. The purpose of the Committee has been to advise the Board on the matters relating to the accounting, auditing and internal controls, thereby assisting the Board to carry out the day-to-day functioning of the company effectively and efficiently. As a result of this and other measures taken by the company, it has identified the areas in which there is a scope to take up the cost reduction exercise, and the company has been constantly working on it. CAUTIONARY STATEMENT: Statements in the ‘Management Discussion and Analysis Report’ describing the Company’s objectives, outlook, estimates, expectations or predictions may be ‘forward–looking statements’ within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include among others, economic conditions affecting demand/ supply and price conditions in domestic and overseas markets in which the company operates, changes in the Government regulations, tax law and other statutes and incidental factors.

TECHNOLOGY ABSORPTION (e) Efforts made in technology absorption as per Form B below: FORM B Disclosure of particulars with respect to technology absorption. RESEARCH AND DEVELOPMENT (R & D). 1) Specific Area in which Company carried out the R & D: N.A. 2) Benefits derived as a result of the above R & D: N.A. 3) Future plan of action: N.A. 4) Expenditure on R & D Capital Nil Recurring Nil Total Nil Total R & D as percentage of total sales Nil The quality control equipments are fully computerized. B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION. 1) Efforts in brief made towards technology absorption, adoption and innovation: No new technology has been adopted during the year. 2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc: Not Applicable 3) In case of improved technology imported during the last 5 years, following information may be furnished. A) Technology imported N.A. B) Year of import N.A. C) Has Technology been fully absorbed N.A. D) If not absorbed N.A.

The notes on accounts referred to in the Auditor’s report read with the relevant notes are self explanatory and thereof do not call for any further comments.

FILAMENTS INDIA LIMITED MANAGEMENT BOARD OF DIRECTORS Mr. Krishna Gopal Bajoria, Managing Director Mr. Devanand Vashisht, Director Mr. Sudhir Gupta, Director AUDIT COMMITTEE Mr Sudhir Gupta, Chairman Mr. Devanand Vashisht, Member Mr. K.G. Bajoria, Member AUDITORS Neeraj Vinod & Associates REGISTERED OFFICE Plot No. F – 453, RIICO Industrial Area Bhiwadi – 301 019 Distt. Alwar, Rajasthan WORKS UNIT - I Plot No. F – 453, RIICO Industrial Area Bhiwadi – 301 019 Distt. Alwar, Rajasthan WORKS UNIT - II Plot No. SP – 1192 (F), RIICO Industrial Area & INVESTORS RELATIONS Bhiwadi – 301 019 DEPARTMENT Distt. Alwar, Rajasthan REGISTRAR & TRANSFER AGENT Beetal Financial & Computer Services Pvt. Ltd. Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Complex, Near Dada Harsukhdas Mandir, New Delhi 110 020 BANKER HDFC Bank, Surya Kiran Building, Kasturba Gandhi Marg New Delhi 110 001 The Shares of the Company are listed at: 1. The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 2. Delhi Stock Exchange Limited DSE House, 3/1, Asaf Ali Road New Delhi 110 002 3. The Jaipur Stock Exchange Limited Jawahar Lal Nehru Marg, Malviya Nagar, Jaipur – 302 017 4. The Calcutta Stock Exchange Association Limited 7, Lyons Range, Calcutta – 700 001 FILAMENTS INDIA LTD. F-453, RIICO INDUSTRIAL AREA, BHIWADI ALWAR–301019 (RAJASTHAN) NOTICE Notice is hereby given that the Annual General Meeting of FILAMENTS INDIA LIMITED will be held on Monday, September 30, 2013 at 11.00 A.M. at SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan 301 019, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited balance sheet and the profit and loss account for the year ended 31st March, 2013 and the reports of the Directors' and Auditors' thereon. 2. To appoint Director in place of Mr. K.G. Bajoria who retires by rotation, and being eligible offer himself for re-appointment. 2. To appoint Statutory Auditors and if thought fit to pass with or without modification the following resolution as an ORDINARY RESOLUTION: "RESOLVED that M/s. Neeraj Vinod & Associates, Chartered Accountants, Auditors of the Company, who retire at the conclusion of this Annual General Meeting, be and are hereby appointed as auditors of the company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting to be held hereinafter at such remuneration as may be mutually agreed by the Board of Directors and auditors after their appointment is approved by the members." By the Order of the Board For FILAMENTS INDIA LTD. PLACE: Bhiwadi KRISHNA GOPAL BAJORIA DATE: 30.08.2012 Chairman cum Managing Director DIN 00043746 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing a proxy should be deposited in person at the Company's Registered office not less than 48 hours before the time for holding the aforesaid meeting. 2. The register of members and the share transfer book shall remain closed from 25th September 2013 to 30th September 2013 (both days inclusive). 3. Share transfer & other related communications be addressed directly to our Registrar & Share Transfer Agent M/s Beetal Financial & Computer Services (P) Ltd. 4. Member seeking any information regarding accounts are requested to write the company at the earliest so as to enable the management to keep the information ready. 5. Members are requested to intimate the company change of address, if any, immediately, for updating of records. 6. Members are requested to bring the copy of Annual Report along with them to the meeting as copies of Annual Report shall not be distributed at the meeting. 7. The Members requested to get their shares Dematerialised. The Company’s ISIN is INE179C01010. FILAMENTS INDIA LTD. F-453, RIICO INDUSTRIAL AREA, BHIWADI ALWAR–301019 (RAJASTHAN) DIRECTORS REPORT To The Members Your directors have pleasure in presenting the Annual Report together with audited accounts for the year ended on 31st March 2013. The year under operation was again very tough on account of numerous factors. As of now keeping in view the heavy losses suffered by your Company, the company had decided to temporarily halt its production and the same could not be restarted till now. FINANCIAL RESULTS The financial results for the year ended on March 31, 2013 are as under: Particulars Year ended 31.03.2013 Year ended 31.03.20112 Net Sales - - Other income 47878 10605 Financial Expenses 8607 31939 Depreciation -- -- Loss on Derivative Commodity Transactions 356153 -- Loss on sale of plant & machinery 486965 11219136 Loss before tax (2716819) (17,547,541) Loss after tax (2716819) (17,547,541) Paid up capital 51632000 51632000 PERFORMANCE Due to liquidity crunch faced by the company, both of the units of the company at Bhiwadi remained closed throughout the year and could not be restarted till now. The company has made one time settlement with Canara Bank and paid the settled amount in full. The no due certificate have been received from the bank and the charges of this bank on the property of the company has been released. DIRECTOR Shri Devanand Vashisht, was appointed as Additional Director w.e.f 05/04/2012 and appointed as Director at the Annual General Meeting held on 29th September 2012. Shri Ashwani Mundra was resigned from the Board w.e.f. 05/04/2012. The Board places on record its sincere appreciation of the active involvement and support of him during his tenure. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to the directors responsibility statement, it is hereby confirmed i) that in the preparation of the annual account for the financial year ended March 31, 2012 the applicable accounting standard has been followed along with proper explanation relating to material departure, if any. ii) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of statement of affairs of the company at the end of the financial year and of the profit & loss of the company for that period: iii) The directors had taken proper & sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities; and iv) The directors have prepared the annual accounts of the company on a going concern’ basis. DIVIDEND The Company has incurred cash losses during the financial year. In view of this, your Directors not recommended any dividend for the year ended March 31, 2013. PUBLIC DEPOSIT As on the date of this report there is no public deposit in the Company. AUDITORS: M/S Neeraj Vinod & Associates, Chartered Accountants, Statutory Auditors of the company, hold office until the forthcoming annual general meeting and are eligible for reappointment. The company has received letters from them to the effect that their appointments, if made, would be within the prescribed limits under section 224(1-B) of the companies act, 1956. AUDITORS REPORT: The notes on accounts referred to in the Auditor’s report read with the relevant notes are self explanatory and thereof do not call for any further comments. PARTICULARS OF EMPLOYEES: No employee is covered under section 217(2a) of the companies Act, 1956 read with companies (particulars of employees) rules, 1975. OTHER PARTICULARS: The provisions relating to the conservation of energy and technology absorption as required to be disclosed by the section 217(1) (e) of companies Act,1956 is enclosed as enclosed as Annexure to this Report. SICKNESS The accumulated losses of the Company had already eroded the Company’s net worth and the Company had already applied to Board for Industrial & Financial Reconstruciton (BIFR) for declaring it a sick company as defined under the Sick Industrial Companies (Special Provisions) Act, 1985 for which the hon’ble BIFR has passed the necessary order declaring the Company a sick company. IDBI being the operative agency has also submitted its revival scheme. The implementation of same is under review and your board shall take a decision in this context as soon as possible. DEPOSITORY SYSTEM The Shares of your Company are currently under suspension by BSE. Your Company is trying to get the shares relisted on Mumbai Stock Exchange. Further your Company has got the necessary connectivity with both the Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL). All the members who are holding shares in physical form are hereby requested, keeping in view the enormous benefit of Demat form, to get their shares dematerialised on either of the Depositories. Further in view of Securities and Exchange Board of India norms M/s Beetal Financial & Computer Services Private Limited, New Delhi has been appointed as its Registrar and Share Transfer Agent, who is handling both physical as well as electronic share work in order to provide better services. The Company’s shares are also listed at Jaipur, Delhi and Kolkata Stock Exchanges, but as better known all the regional stock exchanges have not been functioning and there has been no volume on either of the stock exchanges in past around 5 years. Further your Company has successfully dematerialized more than 77.46 % of the total issued Share Capital of the Company. LISTING Your Board is continuously working to get the shares relisted on Mumbai Stock Exchange and your Board is hopeful that the approval shall be given by Mumbai Stock Exchange in due course of time which would eventually be reflective of company’s financial position and would also be beneficial for Company’s stakeholders. CORPORATE GOVERNANCE The amended Clause 49 of the listing agreement regarding corporate governance came into effect from January 1, 2006. The Company has made all necessary compliances and has adopted the required practices to fulfill the requirements of the clause. The Report on Corporate Governance is being annexed to this Directors’ Report. CODE OF CONDUCT The Company has laid down a Code of Conduct for the Directors and Senior Management Personnel as specified. A declaration by the Managing Director regarding annual affirmation of compliance of the Code by all concerned is annexed to the Report on Corporate Governance. INFORMATION PURSUANT TO LISTING AGREEMENT The Company’s shares are listed on the following Stock Exchange: The Stock Exchange, Mumbai Delhi Stock Exchange Limited, New Delhi The Calcutta Stock Exchange Association Limited, Kolkata The Jaipur Stock Exchange Limited, Jaipur MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report on matters relating to business performance of the Company has been annexed to this Directors’ Report. INDUSTRIAL RELATIONS The Industrial relations remained extremely cordial during the year. ACKNOWLEDGEMENT Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the company. By the order of the board KRISHNA GOPAL BAJORIA Chairman cum Managing Director DIN 00043746 PLACE: Bhiwadi DATE: 30.08.2013 ANNEXURE A Report on conservation of energy, technology absorption and foreign exchange earnings and outgo in the manner prescribed as per Companies (Disclosure of Particulars in the respect of Board of Directors) Rules 1988, read with provision of section 217 (1)(e) of the Companies Act, 1956. A. CONSERVATION OF ENERGY a) Energy Conservation measures taken: The Company has installed latest plant and machinery, which is energy efficient. b) Additional investments and proposal, if any, being implemented for reduction of consumption of energy: No further specific investment is proposed in immediate future. c) Impact of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods The factories of the company remained closed throughout the year and no production has been done. d) Total energy consumption and energy consumption per unit of production as per Form A below: FORM A (Form for disclosure of particulars with respect to conservation of energy) A).POWER AND FUEL CONSUMPTION FOR THE YEAR ENDED 31.3.2013 FOR THE YEAR ENDED 31.3.2012 1. ELECTRICITY i) Purchase units NIL NIL Total amount NIL NIL Rate/Unit NIL NIL ii) Own Generation a) through Diesel Generation unit NIL NIL Total amount NIL NIL Units per litre of Diesel Oil NIL NIL b) through Steam Turbine Generator units NIL NIL Total amount NIL NIL Units per litre of fuel/Gas NIL NIL 2. Coal (Steam Coal for Boiler) NIL NIL 3. Furnace Oil NIL NIL 4. Other/Internal Generation NIL NIL B) CONSUMPTION PER UNIT PRODUCTION (IN KGS.) Product : Synthetic Yarn Electricity Units N.A. N.A. Furnace Oil NIL NIL Coal NIL NIL Other NIL NIL B. TECHNOLOGY ABSORPTION (e) Efforts made in technology absorption as per Form B below: FORM B Disclosure of particulars with respect to technology absorption. RESEARCH AND DEVELOPMENT (R & D). 1) Specific Area in which Company carried out the R & D: N.A. 2) Benefits derived as a result of the above R & D: N.A. 3) Future plan of action: N.A. 4) Expenditure on R & D Capital Nil Recurring Nil Total Nil Total R & D as percentage of total sales Nil The quality control equipments are fully computerized. B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION. 1) Efforts in brief made towards technology absorption, adoption and innovation: No new technology has been adopted during the year. 2) Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc: Not Applicable 3) In case of improved technology imported during the last 5 years, following information may be furnished. A) Technology imported N.A. B) Year of import N.A. C) Has Technology been fully absorbed N.A. D) If not absorbed N.A. C) FOREIGN EXCHANGE EARNINGS AND OUTGO (f) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans: The company is on the lookout for new export markets consistently. (g) Total foreign exchange used and earned: Rs. in Lac Particulars For the year ended 31.3.2013 For the year ended 31.3.2012 Earned : Exports (FOB Value) NIL NIL Used Foreign Travel NIL NIL Imports (CIF Value) Raw Material Components a& Spare Parts Plant & Machinery Sales Promotion Legal & Professional Expenses Others (Capital Goods) Foreign Currency loan (Capital Goods) Interest on Foreign Currency Loan NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL Total NIL NIL For and on behalf of the Board KRISHNA GOPAL BAJORIA Chairman cum Managing Director DIN 00043746 PLACE: Bhiwadi DATE: 30.08.2013 REPORT ON CORPORATE GOVERNANCE The company pursuant to the code of corporate governance introduced by the Securities & Exchange Board of India (SEBI) furnishes its report as under: 1.COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE “FILAMENTS INDIA LTD.” is committed to corporate governance in all its activities and processes and practicing the same. The Board of Directors of the company supports the core and board principles of corporate governance with a motive to achieve the highest levels of transparency, accountability and equity in all phases of operations. 2. BOARD OF DIRECTORS (a) Size and composition of board The board comprises of three directors, an optimum mix of executive and non-executive, independent and non-independent directors. Shri Krishna Gopal Bajoria was appointed as Chairman of the Board of Directors of the Company. The directors are well experienced in the field of business and industry. None of the Directors on the board holds the office of the Director in more than 15 companies or membership in committees of the board in more than 10 committees or chairmanships of more than 5 committees. Name of Director Status Mr. Krishna Gopal Bajoria Executive-Interested Mr. Ashwani Mundra Non Executive(ceases as director w.e.f 05.04.2012) Mr. Devanand Vashisht Non Executive Mr. Sudhir Gupta Non Executive (b). Number of board meetings During the period from 1st April 2012 to 31st March 2013 the board of directors met Eight (8) times, and board meetings were held on the following dates: - 5th April 2012, 14th May 2012, 20th July 2012, 25th August 2012, 29th October 2012, 29th January 2013 and 30th March 2013. S. No. Date of Meeting Board Strength No. of Directors present 1 05.04.2012 4 3 2 14.05.2012 3 2 3 20.07.2012 3 2 4 25.08.2012 3 2 5 29.10.2012 3 2 6 29.01.2013 3 2 7 30.03.2013 3 2 (C) Attendance of Directors: Attendance of each Director at the Board Meeting, Last Annual General Meeting and Number of other directorship and Chairmanship/Membership of each director in other companies is as follows: Name of Director No of Board Meeting held No of Board Meeting Attended Attendance at Last AGM No of Directorship in other Board as on 31.03.2013 No of Membership in other committees as on 31.03.2013 K. G. Bajoria 7 7 Yes 3 Nil Ashwani Mundra 1 0 N.A. N.A. Nil Sudhir Gupta 7 7 Yes 4 Nil Mr. Devanand Vashisht 7 7 Yes 3 Nil (d) Remuneration of Directors: No Remuneration or sitting fee has been paid to any of the Director or Managing Director of the company. 3. BOARD COMMITTEES The Board has constituted the audit committee, remuneration committee and investors’ Grievance committee. The board is responsible for constituting, assigning, co-opting and fixing the terms of reference for the committee. Recommendations/decisions of the committees are submitted to the board for approval. The quorum for the meetings either is two members or one third of the members of the committees and all the for remuneration committee. Audit committee MEMBERSHIP¬-: committee has three members. The audit committee had been re-constituted with Shri Sudhir Gupta was appointed as the Chairman and Shri Ashwani Mundra and Shri K.G. Bajoria was appointed as Members. However Shri Ashwani Mundra has resigned from the Board w.e.f 05/04/2012, therefore Audit Committee has been reconstituted and Shri Sudhir Gupta was appointed as the Chairman, Shri Devanand Vashisht and Shri K.G. Bajoria was appointed as Members w.e.f 5/04/2012. The terms of reference of the committee are as per the SEBI guidelines and the Companies act 1956. The primary objective of the Audit committee is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting. The committee overseas the work carried out in the financial reporting process by the management. During the financial year ended 31st March 2013 the committee met five times on 14.05.2012, 20.07.2012, 25.08.2012, 29.10.2012 and 29.01.2013. The attendance record of audit committee members is given below: - Name of director No. of meetings Held Attended Ashwani Mundra 5 0 K.G. Bajoria 5 5 Devanand Vashisht 5 5 Remuneration committee The remuneration committee has been constituted to recommend /review the remuneration package of the Managing Director/Whole Time Directors based on the performance and defined criteria. The Remuneration Committee comprises of 2 (Two) Directors, both of them being Non-Executive and Independent Directors. The name of the members of the Committee including its Chairman are as follows: Mr Ashwani Mundra - Chairman Mr Sudhir Gupta - Member However Shri Ashwani Mundra has resigned from the Board w.e.f 05/04/2012, therefore Audit Committee has been reconstituted on 05/04/2012 and new members of the Committee including its Chairman are as follows: Mr Sudhir Gupta - Chairman Mr Devanand Vashisht - Member No Meeting was held during the financial year as no remuneration or sitting fee has been paid to any of the Director and Managing Director of the Company. Shareholders’/investors’ Grievance Committee As a measure of good corporate governance and to specifically look into the redressal of the shareholders and investors complaints, the two member shareholders’/investors’ grievance committee was constituted. The terms of reference of the committee specifically emphasizes on rendering effective and quality service to the investors/shareholders in the following matters: - a) Transfer / transmission of shares; b) Dividends / interests; c) Dematerialization / Rematerialization of shares; d) Replacement of lost / stolen / mutilated share certificates; e) Splitting / consolidation; f) Conversion; and g) Other related issues. During the financial year ended 31st March 2013, the shareholders’/investors’ committee met twice on 20th July 2012 and 29th January 2013. The attendance record of shareholder’/investors’ grievance committee members are as follows: - Name of directors No. of meetings Held Attended Mr. Krishna Gopal Bajoria 2 2 Mr. Sudhir Gupta 2 2 The committee is satisfied with the working of the company regarding redressal of shareholders’/investors complaints and its share transfer and de-mats system. During the financial year under review no investor complain were received and no investor complaint were pending at the start and closing of financial year. 4. MANAGEMENT: MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The company has provided a detailed Management Discussion and Analysis Report as Annexure to Directors Report. 5. SHAREHOLDERS (a) Disclosure regarding appointment/reappointment of directors According to the articles of association of the company such directors’ shall retire from the office but shall be eligible for re-election. One third of such of the directors for the time being is liable to retire by rotation shall retire and, if eligible, offer themselves for re-election at the annual general meeting. (b) Communication to shareholders The quarterly, half yearly and annual results of the company are reported to the stock exchange where the shares of the company are listed. The company is also providing regular information to the stock exchanges and continuously striving to comply with all provisions of the listing agreement. (d) General Body Meetings The last three annual general meeting were held at SP – 1192 (F), RIICO Industrial Area , BHIWADI, ALWAR–301019 (RAJASTHAN)as per the following details: - Financial Year Time & Date of AGM Venue 2008-09 11.00 A.M. on 30.09.2009 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2009-10 11.00 A.M. on 30.09.2010 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2010-11 11.00 A.M. on 30.09.2011 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 2011-12 11.00 A.M. on 29.09.2012 SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan- 301 019 No special Resolution was put through Postal Ballot last year and as of now also there is no such proposal for this financial year too. (e) Disclosures (a) Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, its directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large: NONE (b) Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority on any matter related to capital markets, during the last three years: NIL 6. GENERAL SHAREHOLDERS INFORMATION The following information shall be useful to our shareholders: - (a) Annual general meeting The next Annual General Meeting of the company will be held on Monday 30th September 2013 at 11.00 am at the SP – 1192, (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan 301 019. (b) Financial year The last financial year of the company commenced from 1st April 2012 to 31st March 2013 and the next financial year of the company is from 1st April 2013 to 31st March 2014. The tentative financial calendar of the company for the financial year ending on 31st March 2012 is given below: - Board meeting for Schedule (Tentative only) Financial results for the quarter ending on June 30, 2013 Last week of July 2013 Financial results for the quarter ending on Sept 30, 2013 Last week of October, 2013 Financial results for the quarter ending on Dec 31, 2013 Last week of January 2014 Financial results for the quarter ending on March 31, 2014 Last week of May, 2014 (c) Date of book closure 25th September 2013 to 30th September 2013 (Both Days inclusive). (d) The shares of the company are listed on the following stock exchanges: - Name and address of stock exchanges 1. Delhi Stock Exchange Limited, Delhi 2. The Jaipur Stock Exchange Limited, Jaipur 3. The Calcutta stock exchange Association Limited, Kolkata 4. The Stock Exchange, Mumbai The Mumbai Stock Exchange has suspended the Shares of Company from being traded on BSE and on account of trading not being carried out on other stock exchanges the volume and price thereat can not be furnished. Listing fees to all the stock exchanges has not been paid. There has been no trading on either of the Stock Exchanges and the Company’s Shares have been Suspended from Mumbai Stock Exchange too. Stock Code : Bombay Stock Exchange (Code) : 514472 Delhi Stock Exchange : 7579 Calcutta Stock Exchange : 0818 Jaipur Stock Exchange : 481 (e) Address of R & T Agent : Beetal Financial & Computer Services Limited Beetal House, 3rd Floor, 99, Madangir Behind Local Shopping Complex, Near Dada Harsukhdas Mandir, New Delhi 110 020 The Registrar and Share Transfer Agent are for both physical and electronic shares transfer and shares dematerialization. (f). Market Price Data: Since the shares of the Company are under suspension from BSE the data as aforesaid could not be compiled. Source: bseindia.com Performance in comparison to BSE Sensex : Since the shares of the Company are under suspension from BSE the data as aforesaid could not be compiled. (f) ISIN Number: INE179C01010 (h) Share Transfer System: The average time taken for processing and registration of share Transfer requests received is less than 15 days. All dematerialisation requests are processed within 15 days. The address for Investor Correspondence & for any query on Annual Report is Secretaial Department SP – 1192 (F), RIICO Industrial Area, Bhiwadi, Distt. Alwar, Rajasthan 301 019. There are no pending case for share transfer as on 31.03.2013. (i) The company has received no letter or complaint from any investor/ Stock Exchange/ SEBI or other statutory Authorities. (j) Dematerialisation of Shares The company has dematerialised approximately 77 % of the Equity Shares of the Company. The Company has already entered into agreement with both NSDL and CDSL for the dematerialization of the shares of the Company. There are no Outstanding GDRs/ADRs/Warrants or Convertible instruments, conversion date and there is no likely impact on equity. (k) Categories of Shareholder as on 31st March 2013 No. of Equity Shares held No. of Shareholders % of Shareholders No. of Shares held % of shareholding Upto 5000 6034 94.22 724409 14.03 5001 – 10000 160 2.5 136934 2.65 10001 – 20000 83 1.30 130898 2.54 20001 – 30000 33 .52 83020 1.61 30001 – 40000 10 .16 35599 .69 40001 – 50000 23 .36 108400 2.10 50001– 100000 18 .28 133600 2.58 10001 and above 43 .67 381034 73.80 Total 100 5163200 100 (l) SHAREHOLDING PATTERN: Category of Shareholders (as on 31st March, 2013) Category No of Share held % age Holding Promoters 2331185 45.150 Mutual Funds 213700 4.140 Bank, Financial Institution, Insurance Company and FIIs 445900 8.640 Private Corporate Bodies 641300 12.420 Indian Public 1529817 29.620 NRI/OCBs 100 0.002 Others (including employees) 1198 0.023 Total 5163200 100.00 COMPLIANCE BY THE COMPANY: The company has complied with the requirements of the stock exchange, SEBI, and other statutory authorities during the preceding three financial years on all matters related to capital market and no penalty / strictures have been imposed on the company (m) Address for correspondence All correspondence may be made at the company’s corporate office address given below: FILAMENTS INDIA LTD. SP-1192(F), RIICO INDUSTRIAL AREA, BHIWADI-301019, DISTT. ALWAR, (RAJASTHAN) DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT I, K G Bajoria, Chairman & Managing Director of Filaments India Limited do hereby declare and confirm that all the Board Members and the Senior Managerial Personnel have affirmed compliance of the Code of Conduct during the period from 1st April 2012 to 31st March 2013. Bhiwadi K G Bajoria 30.08.2013 Managing Director CERTIFICATION BY THE CHIEF EXECUTICE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) We, KRISHNA GOPAL BAJORIA, MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER of FILAMENTS INDIA LTD. to the best of our knowledge and belief certify that: 1. We have reviewed the Balance Sheet as at 31st March 2013 and Profit and Loss Account for the year ended on that date and all its schedules and notes to accounts as well as the Cash Flow Statement and the Directors’ Report. 2. These statements do not contain any materially untrue statement or omit any material fact nor do they contain statements that might be misleading. 3. These statements together present a true and fair view of the company, and are in accordance with the existing accounting standards and applicable laws/regulations. 4. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct. 5. We are responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of internal control systems of the company pertaining to the financial reporting and have also disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or proposed to taken or what they have done or propose to do to rectify the same; 6. We have affirmed that we have disclosed to the auditors as well as the Audit Committee: (i) Significant changes in internal controls over financial reporting during the year. (ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements: and (iii) Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting Place: Bhiwadi Date: 30.08.2013 KRISHNA GOPAL BAJORIA Chief Executive Officer & Managing Director

Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to the directors responsibility statement, it is hereby confirmed i) that in the preparation of the annual account for the financial year ended March 31, 2012 the applicable accounting standard has been followed along with proper explanation relating to material departure, if any. ii) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of statement of affairs of the company at the end of the financial year and of the profit & loss of the company for that period: iii) The directors had taken proper & sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act for safeguarding the Assets of the company and for preventing & detecting fraud & other irregularities; and iv) The directors have prepared the annual accounts of the company on a going concern’ basis.

No employee is covered under section 217(2a) of the companies Act, 1956 read with companies (particulars of employees) rules, 1975.