The Directors present the SeVenty-ninth annual report of the Company
together with the Audited Statements of Accounts for the year ended
31st March, 2014.
 
Financial results                                      Amount (Rs.)
                                     year ended 31st  Year ended 31st 
                                         march, 2014      March, 2013

Profit)/(Loss) for the year               (1,45,978)      (4,53,563)

Less: Provision for Taxation                     --              --

                                         (1,45,978)      (4,53,563)

Prior year taxes                                 --           (350)

Provision for deferred tax                       --         (1,757)

                                         (1,45,978)      (4,51,456)

Add/Less: Defcit brought forward from 
last year                                 55,82,909       51,31,453

Defcit carried to Balance Sheet           57,28,887       55,82,909

DiVidend

In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.

Note on dena Bank matter

The Hon'ble High Court at Mumbai, while reviewing the LPA of the Company challenging the judgement dated 24th September, 2011 of the Estate Offcer as well as the order dated 2nd April had ruled that the Company is liable to pay reduced rent/ compensation @ Rs.125/- per sq.ft. and interest @ 9% for the area occupied by the company from 1st September, 2007. Consequently, the company was liable to pay rent/ compensation from 1st September, 2007 to 31st March, 2013 together with interest.

The Company thereafter fled a Special Leave Petition before the Hon'ble Supreme Court in April, 2013 which was disposed off on 10th May, 2013.

Further to the dismissal of the Special Leave Petition by the Hon'ble Supreme Court, the Company handed over the peaceful possession of the premises to Dena Bank on 9th November, 2013. As the Company has handed over peaceful possession of the premises to Dena Bank and as Dena Bank has not initiated any further legal steps in any other court, the Company does not foresee any other liability vide a legal opinion.

ShiFting oF regiStered oFFice

During the year under report, the premises at Dena Bank Building, 1st Floor, 17-B, Horniman Circle, Fort, Mumbai 400 023, wherein the Company's Registered Offce was situated, were required to be surrendered consequent to the Court orders.

Consequently, the Company shifted its Registered Offce to Bhupen Chambers, Ground Floor, Unit 1, Dalal Street, Fort, Mumbai 400 001, in compliance with the directive of the Hon'ble Supreme Court to hand over peaceful possession of the premises to Dena Bank.

Fixed deposits

As on 31st March, 2014, there were no fxed deposits remaining overdue.

Directors

In terms of the Articles of Association of the Company, Mr.Satyen B.Dalal and Mr.Deepak Sheth retire at the ensuing Annual General Meeting.

The re-appointment of Mr.Satyen B.Dalal, who is not an Independent Director, as Director liable to retire by rotation, forms part of the Notice convening the Seventy-Ninth Annual General Meeting.

Further, the Company has received a notice in writing from a member proposing the candidature of Mr.Deepak Sheth for appointment as Independent Director. The Company has received declaration from Mr.Deepak Sheth confrming that he meets with the criteria of independence as prescribed under of Section 149(6) of the Companies Act, 2013.

Your Directors recommend the appointment of Mr.Satyen B.Dalal as Director liable to retire by rotation as also the appointment of Mr.Deepak Sheth as an Independent Director.

Particulars oF employees

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DirectorS' reSponSiBility Statement

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confrm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 fnancial year covered under this Report and of the Profit of the Company for the year.

3. They have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis. compliance certificate

A compliance certifcate received from M/s Sanjay Soman & Associates, Practising Company Secretaries, pursuant to Section 383A(1) of the Companies Act, 1956, read together with the Companies (Compliance Certifcate) Rules, 2001, is attached hereto and forms part of this Report.

Conservation oF energy, technology absorption, Foreign eXchange earnings and outgo

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

Subsidiary company

During the year under report, Amalgamated Business Solutions Limited (ABSL), Subsidiary of the Company, made a preferential issue of 1,000 equity shares of Rs.10/- each pursuant to Section 81(1A) of the Companies Act, 1956.

Further to the allotment of the said shares, the Company's holding in ABSL reduced to 49.40% of the enhanced capital of ABSL. Consequently, ABSL ceased to be a Subsidiary Company.

Auditors

M/s N.M.Pandya & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No.131008W, hold offce as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certifcate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

Acknowledgements

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of the Associate Companies

                                   By order oF the Board
Mumbai                             Nitin  Velhal deepak Sheth
Dated: 30th May, 2014              director      director