డైరెక్టర్ల నివేదిక KM Capital Ltd.

Mar 31, 2011

The are pleased to present the Eighteenth Annual Report of K M Capital Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2011. The Financial Highlights for the year under review are given below:

Rs. In Lacs

FINANCIAL RESULTS 2010-2011 2009-10

Total Income NIL NIL

Total Expenditure (5,000) (3,000)

Profit / (Loss) before Interest and Tax, (5,000) (3,000)

DIVIDEND

In view of the brought forward losses, your Directors have been unable to recommend any dividend.

BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK

The Company is planning to raise funds and restart its business activities in the larger scale The management will emphasize on increasing its Goodwill in me market and will create long term assets for all stakeholders of the Company.

Interest NIL NIL

Profit/ (Loss) before tax (5,000) (3,000)

Profit/ loss before tax (5,000) (3,000)

Provision for taxation NIL NIL

Profit/ (loss) after tax (5,000) (3,000)

PERFORMANCE

During the year under review the company has incurred losses. The Performance of the company is expected to be better in the coming years.

FIXED DEPOSITS

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

DIRECTORS

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the company. Shri. Mohan Hemandas Mansukhani, Director of the company is retiring by rotation and being eligible offers himself for re- appointment as non- executive Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) that in the preparation of the Annual Accounts for the Financial year ended 31st March 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors had selected such accounting policies and applied them consistently 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 of the company for the year under review.

iii) that the Directors have taken proper and sufficient rare 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 irregulatories and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a going concern'' basis.

Particulars of energy, technology and foreign exchange

A. Energy conservation - NIL

B Research and Development - NIL

C Technology absorption, adaption and innovation - NIL

D Foreign Exchange Earning and Outgo - NIL

PERSONNEL AND PARTICULARS OF EMPLOYEES

During the year, the company did not have any employee drawing a salary of Rs. 5 lakh per month or more.

AUDITORS

M/s VBR & Associates, Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of the ensuring Annual General Meeting. Being eligible offer themselves for re- appointments. The Company has received a certificate from them that their re- appointment if made would be within prescribed limits under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Audit Reports is self explanatory and therefore do not call for any further explanation u/s 217 (3) of the companies Act 1956.

AUDIT COMMITTEE RECOMMENDATIONS

The Audit committee of the company has been constituted with Shri. Mohan Hemandas and Smt. Sunith Inder as Members and Shri. Jiten Tiwari as Chairman of the committee.

CORPORATE GOVERNANCE REPORT

The Company compliance with the mandatory corporate governance requirements stipulated under clause 49 of listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders,

A separate section on corporate governance along with certificate from M/s VBR & Associates, Chartered Accountants, conforming level of compliance is annexed and forms part of the Directors Reports.

APPRECIATION

Your Directors greatly appreciate the efforts of all stakeholders for the support.

For and on Behalf of the Board Sd/- Sd/-

Sunita Inder Mohan Hemandas Mansukhani

Director Director

---

Mar 31, 2010

The are pleased to present the Eighteenth Annual Report of K M Capital Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2010. The Financial Highlights for the year under review are given below:

Rs. In Lacs

FINANCIAL RESULTS 2009-2010 2008-09

Total Income NIL NIL

Total Expenditure (3,000) (3,000)

Profit / (Loss) before Interest and Tax, (3 000) (3,000)

lnlerest NIL NIL

Profit / (Loss) before Tax (3,000) (3,000)

Profit/Loss before Tax (3.000) (3,000)

Provision for taxation NIL NIL

Profit /(Loss) after Tax (3,000) (3,000)

PERFORMANCE

During the year under review the company has incurred losses. The Performance of the company is expected to be better in the coming years.

DIVIDEND

In view of the brought forward losses, your Directors have been unable to recommend any dividend.

BUSINESS OPERATIONS OVERVIEW & FUTURE OUTLOOK

The Company is planning to raise funds and restart its business activities in the larger scale The management will emphasize on increasing its Goodwill in me market and will create long term assets for all stakeholders of the Company.

FIXED DEPOSITS

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

DIRECTORS

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the company. Shri. Mohan Hemandas Mansukhani, Director of the company is retiring by rotation and being eligible offers himself for re- appointment as non- executive Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) that in the preparation of the Annual Accounts for the Financial year ended 31st March 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors had selected such accounting policies and applied them consistently 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 of the company for the year under review.

iii) that the Directors have taken proper and sufficient rare 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 irregulatories and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2010 on a going concern'' basis.

Particulars of energy, technology and foreign exchange

A. Energy conservation - NIL

B Research and Development - NIL

C Technology absorption, adaption and innovation - NIL

D Foreign Exchange Earning and Outgo - NIL

PERSONNEL AND PARTICULARS OF EMPLOYEES

During the year, the company did not have any employee drawing a salary of Rs. 5 lakh per month or more.

AUDITORS

M/s VBR & Associates, Chartered Accountants, Statutory Auditors of the company, retire at the conclusion of the ensuring Annual General Meeting. Being eligible offer themselves for re- appointments. The Company has received a certificate from them that their re- appointment if made would be within prescribed limits under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Audit Reports is self explanatory and therefore do not call for any further explanation u/s 217 (3) of the companies Act 1956.

AUDIT COMMITTEE RECOMMENDATIONS

The Audit committee of the company has been constituted with Shri. Mohan Hemandas and Smt. Sunith Inder as Members and Shri. Jiten Tiwari as Chairman of the committee.

CORPORATE GOVERNANCE REPORT

The Company compliance with the mandatory corporate governance requirements stipulated under clause 49 of listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders, A separate section on corporate governance along with certificate from M/s VBR & Associates, Chartered Accountants, conforming level of compliance is annexed and forms part of the Directors Reports.

APPRECIATION

Your Directors greatly appreciate the efforts of all stakeholders for the support.

For and on Behalf of the Board Sd/- Sd/-

Sunita Inder Mohan Hemandas Mansukhani

Director Director