From the Chairman desk - Bombay Stock Exchange · From the Chairman desk Dear Shareholder’s, May...

From the Chairman desk

Dear Shareholder’s,

May I first and foremost thank you for the confidence you have placed in me.

Ladies and Gentlemen, I look forward to assuming my new mission to take the helm of ourCompany in the education sector which is proven for having a lot of potentials to grow. I firmlybelieve that our key strength’s vast experience & in-depth knowledge of our new management teamin the education sector and the vast range of courses offered by us to meet the needs of every agegroup are our competitive advantages over the other players in the field of education.

It is up to us to add force and make use of these competitive advantages to permit us to stand apartfrom our competitors and provide sustainable & profitable growth.

It is true that world is rapidly changing, and the change is also a driver for new opportunities.Emergence of knowledge economy, invitation of private sector with the public sector by theGovernment, Increasing per capita income and purchasing power are the result of continuouschanges, which gives us lots of opportunities to explore our business in to all the levels ofeducation.

I know that any new leader has always been seen as a person of change. But I assure that weare moving in the right direction that will open the door to huge potential for development for manyyears. It would be my job to accelerate the implementation of decision, to provide uncompromisingquality, to make our system more disciplined & flexible, to keep our eyes open firmly on continuingchanging world.

I am very confident in accepting my new responsibilities. I am certain that, we will succeed inmaking the ACE position as the world’s leading company in the field of education.

Sincerely,

Sushil AggarwalChairman

CONTENTS

Corporate Information.............................................. 1

Notice ........................................................................ 2

Directors' Report ...................................................... 8

Management Discussion & Analysis Report ........ 11

Report on Corporate Governance ........................ 15

Auditor's Report ..................................................... 25

Annual Accounts .................................................... 28

16th Annual Report 2009-2010 Ace India Limited


1

CORPORATE INFORMATION

Board of Directors

Mr. Sushil Aggarwal Mr. Gajanand Gupta Mr. Yamuna Dhar Pande

Mr. C. P. Batra Mr. V. P. Narula Mr. B. S. Goyal

Company Secretary

Ms. Sandhya Gupta

Auditors Bankers

PVRN & Associates Canara Bank2936/43, Beadon Pura Saraswati Marg,Karol Bagh, New Delhi-1100005

Registrar & Transfer Agent Listing

Beetal Financial & Computer Services Private Limited The Bombay Stock Exchange LimitedBeetal House, 3rd Floor, 99, MadangirBehind Local Shopping Centre,Near Baba Harsukh Das Mandir,New Delhi-110062

Annual General Meeting Registered Office

Date : June 14, 2010 10178 /304A, Ravindera PlazaTime : 10 A.M. Abdul Aziz Road, Karol Bagh,Day : Monday New Delhi-110005Venue : Hindi Bhawan, 11, Vishnu Digambar Marg,

New Delhi-110002


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NOTICE

Notice is hereby given that the 16th Annual General

Meeting of Ace India Limited will be held on Monday, June14, 2010 at 10.00 A.M. at Hindi Bhawan, 11, VishnuDigambar Marg, New Delhi-110002, to transact the followingbusinesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit &Loss Account for the year ended March 31, 2010 andthe Balance Sheet as at that date together with theReports of the Board of Directors and the Auditorsthereon.

2. To appoint a director in place of Mr. V.P. Narula, whoretires from office by rotation and being eligible offershimself for re-appointment.

3. To appoint M/s PVRN & Co., the Retiring Auditors ofthe Company to hold office from the conclusion of thismeeting until the conclusion of next Annual GeneralMeeting and to fix their remuneration.

Special Businesss

4. To consider and if though fit, to pass, with or without

any modification(s) as may deem fit the following,

as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions ofSection 81(1A) of the Companies Act, 1956 (hereinafterreferred to as “the Act”) and other applicable provisionsof the Act, if any, and subject to the provisions of theMemorandum & Articles of Association of the Company,the Listing Agreements entered into by the Companywith the Stock Exchanges where the shares of theCompany are listed and in accordance with theprovisions of the Securities and Exchange Board ofIndia (Issue of Capital & Disclosure Requirements)Regulations, 2009 and other applicable regulations andguidelines issued by the Securities and ExchangeBoard of India (“SEBI”), the Foreign ExchangeManagement Act, 1999, and other applicableprovisions, if any, and subject to such consents andapprovals as may be required and subject further tosuch conditions and modifications as may be prescribedin granting such consents, approvals and subject tosuch conditions as may be imposed by the SEBI, theReserve Bank of India (“RBI”), Government of India(“GOI”), or any other relevant authority and clarificationsthereon issued from time to time, if any, and subject toall such statutory, regulatory and governmentapprovals, permissions or sanctions as may benecessary and subject to such conditions andmodifications as may be prescribed or imposed by anyof them while granting such approvals, permissions or

sanctions, and which may be agreed to by the Boardof Directors of the Company (hereinafter referred to as“the Board” which expression shall be deemed toinclude any Committee constituted/to be constitutedby the Board to exercise its powers, including thepowers conferred by this Resolution); the consent ofthe members of the Company be and is herebyaccorded to the Board to create, offer, issue and allotin one or more trenches, equity shares, debentures,bonds, instrument which are fully or partly convertibleinto Equity Shares, warrants or any other instrumentswhether in Indian Rupee or any foreign currency(hereinafter collectively referred to as “Securities”),secured or unsecured, to any person, whether or notthe Members of the Company, including the Promotersof the Company, their Friends, Relatives andAssociates, Business Associates, Employees(including Directors and Workers) of the Company andits Group Companies, Corporate Bodies, Mutual Funds,Financial Institutions, Banks, Foreign InstitutionalInvestors, Non-Resident Indians, Foreign Nationals,Insurance Companies, Pension Funds, PortfolioManagers etc., by way of public issue, right issue,issue of Foreign Currency Convertible Bonds (FCCB),Global Depository Receipts (GDR), AmericanDepository Receipts (ADR), reservation on competitivebasis or firm allotment basis, private placement,preferential allotment basis or a combination thereof atsuch price or prices so that the total amount raisedthrough the aforesaid Securities should not exceedUSD 50 Million including premium on such terms andconditions or in such manner as the Board may in itsabsolute discretion think fit, in consultation with theLead Managers, Advisors and/or such other personsand on such terms and conditions including the ratioin which such Securities may be offered, issued andallotted to the existing shareholders, the numbers ofSecurities to be issued, face value of the Securities,rate of interest, premium, number of equity shares tobe allotted on conversion, exercise of rights attachedwith warrants, ratio of exchange of shares and/orwarrants and/or any other financial instruments, periodof conversion, fixing of record date or book closureand other related or incidental matters.

RESOLVED FURTHER THAT in case of any EquityLinked Securities Issue/Offer, the Board be authorisedto issue and allot such number of Equity Shares asmay be required to be issued and allotted uponconversion of any such Securities referred to above oras may be in accordance with the terms of the offer,all such shares would rank pari-passu inter-se with thethen existing Equity Shares of the Company in allrespects.


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RESOLVED FURTHER THAT for the purpose of givingeffect to the above, the Board be and is herebyauthorised to determine the form, terms and timing ofthe issue(s) including the class of investors to whomthe Securities are to be allotted, number of Securitiesto be allotted, issue price, face value, premium amounton issue/conversion of securities/exercise of warrants/redemption of Securities, rate of interest, redemptionperiod, listings on one or more stock exchanges inIndia and/or abroad as the Board in its absolutediscretion deems fit and to make and accept anymodifications in the proposal as may be required bythe authorities involved in such issues in India and/orabroad, to do all acts, deeds, matters and things andto settle any questions or difficulties that may arise inregard to the issue(s).

RESOLVED FURTHER THAT the Board of Directorsor Committee thereof be and is hereby authorised tofix differential pricing on different mode of issue.

RESOLVED FURTHER THAT for the purpose of givingeffect to the above Resolution, the Board and theCommittee thereof be and is hereby authorised onbehalf of the Company to do all or any of such acts,deeds, matters and things as it may in its discretiondeem necessary or desirable for such purpose includingbut without limitation to enter into under-writing,marketing, depository, custodian and any otherarrangements or agreements and to remunerate allother agencies by way of commission, Brokerage, feesor the like and to settle such questions, difficulties ordoubts that may arise in regard to any such issue orallotment as it may in its discretion deem fit.

RESOLVED FURTHER THAT in case of any oversubscription of the issue, the Board be and is herebyauthorised to retain such of the amount and issue andallot Securities, as may be permitted in accordancewith applicable laws, rules and provisions inconsultation with the Stock Exchange.

RESOLVED FURTHER THAT the Board be entitled tovary, modify, alter any of the foregoing terms andconditions to confirm with those as may be approvedby SEBI, RBI or any other appropriate authorities anddepartment.

RESOLVED FURTHER THAT for the purpose of givingeffect to the above, the Board be and is herebyauthorised to do all things necessary for the purposeof giving effect to the issue and allotment of saidSecurities/Equity Shares and to take such action orgive such directions as may be necessary or desirableand to accept any modifications in the proposal and

terms of the issue including the price of the EquityShares to be so issued or to be issued against orconversion of such Securities or the ratio or number inwhich the New Equity Shares or Securities are to beoffered which may result in a change in the total amountof the issue as may be considered necessary by theBoard or as may be prescribed in granting approvalsto the issue and which may be acceptable to the Boardand to decide the Basis of Allotment and to settle anyquestion that may arise in regard to the issue andallotment of new equity shares or securities or onconversion of the said securities into shares or onissue of shares against such securities.

RESOLVED FURTHER THAT the Board be and ishereby authorised to take all necessary actions to giveeffect to this resolution and to delegate to a Committeeof Directors or any one of the Director, all or any of itspowers and authorities vested in it in terms of thisresolution as may be permitted by law.”

5. To consider and if thought fit, to pass, with or

without modification(s) as may deem fit the

following Resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions ofSection 293(1)(d) and other applicable provisions, ifany, of the Companies Act, 1956 (including anystatutory modifications or re-enactments thereof), theconsent of the shareholders of the Company be and ishereby accorded to authorize the Board of Directors ofthe Company, to borrow, for the purposes of theCompany’s business, any sum or sums of money fromtime to time at its discretion in accordance with theMemorandum and Articles of Association of theCompany notwithstanding that such sum or sums ofmoney together with the moneys already borrowed bythe Company (apart from temporary loans obtained orto be obtained from time to time from the Company’sBankers in the ordinary course of business) may exceedthe aggregate of the paid-up capital of the Companyand its free reserves that is to say, reserves not setapart for any specific purpose, provided the aggregateof all sums borrowed by the Board from time to timeand remaining outstanding shall not exceed, at anypoint of time, Rs.400 Crores (Rupees Four HundredCrores only).

RESOLVED FURTHER THAT the Board be and ishereby authorised to negotiate and finalise all the termsand conditions of all such moneys to be borrowed fromtime to time as to interest, repayment, securities, etc.as it may consider fit in the interest of the Companyand to execute all agreements, deeds, undertakings,etc. and to do all such acts, deeds, matters and things


4

as it may, in its absolute discretion deem fit, necessary,desirable or expedient for giving effect to thisResolution.”


without any modification(s) as may deem fit the

following, as an Ordinary Resolution :-

"RESOLVED THAT pursuant to the provisions ofsection 293(1) (a) and other applicable provisions, ifany, of the Companies Act, 1956 and the Articles ofAssociation of the Company, the consent of themembers of the Company be and is hereby accordedto the Board of Directors to mortgage and/or charge/hypothecate any of its movable and/or immovableproperties wherever situated, both present and future,or the whole, or substantially the whole, of theundertaking or undertakings of the Company on suchterms and in such manner as the Board may think fit,together with power to take over the management ofthe business or concern of the Company in certainevent(s), for securing any loan obtained/to be obtainedfrom, or securities issued/to be issued to, Bank(s),Financial or other institution(s), Mutual Fund(s), Non-Resident Indian(NRIs), Overseas, Corporate Bodies(OCBs), Foreign Institutional Investor(FIIs) or any otherperson(s), body(ies) corporate, etc., whethershareholder of the Company or not (hereinaftercollectively referred to as "lenders), for an amount notexceeding Rs. 400 Crores (Rupees Four HundredCrores), together with interests, compound/additionalinterest, commitment charges, costs, expenses andall other monies payable by the Company to theconcerned lenders.

RESOLVED FURTHER THAT the Board be and ishereby authorised to do all such acts, deeds and thingsand to sign all such documents as may be necessary,expedient and incidental thererto given effect to thisresolution."



following, as an Ordinary Resolution:-

“RESOLVED THAT Mr. Yamuna Dhar Pande, whowas appointed as an additional director by the Boardof Directors of the Company on April 10, 2010 pursuantto Section 260 and other applicable provisions of theCompanies Act, 1956 and Articles of Association ofthe Company to hold the office up to this AnnualGeneral Meeting and in respect of whom the companyhas received notice in writing from the member asrequired under section 257 of the Companies Act, 1956

proposing his candidature for the office of the Director,be and is hereby appointed as Director of the Companyliable to retire by rotation.”



following, as an Ordinary Resolution:-

“RESOLVED THAT Mr. Chander Prakash Batra, whowas appointed as an additional director by the Boardof Directors of the Company on April 10, 2010 pursuantto Section 260 and other applicable provisions of theCompanies Act, 1956 and Articles of Association ofthe Company to hold the office up to this AnnualGeneral Meeting and in respect of whom the companyhas received notice in writing from the member asrequired under section 257 of the Companies Act, 1956proposing his candidature for the office of the Director,be and is hereby appointed as Director of the Companyliable to retire by rotation.”



following, as a Special Resolution:-

“RESOLVED THAT pursuant to provisioans of Section31 or any other applicable provisions, if any, of theCompanies Act, 1956, the consent of the members beand is hereby accorded to alter the Articles ofAssociation of the Company by substituting followingnew Article 87(1) in place of existing Article 87(1) ofthe Articles of Association of the Company:-

“87(1) The sitting fees payable to a Director for attending

a meeting of Board or a Committee of the Board shall

be decided by the Board of Directors, from time to

time, within the maximum limits of such fees as

prescribed under the provisions of Section 310 of the

Companies Act, 1956 read with rules framed there

under.”

RESOLVED FURTHER THAT Board of Directors ofthe Company be and are hereby authorized to file e-Form 23 along with necessary documents required toattached thereto with the Registrar of Companies, NCTof Delhi & Haryana and to do any other acts, thingsand deeds which is required to give effect to the aboveresolution.”

By order of the Board of Directors

Sd/-Place : New Delhi Sandhya Gupta

Dated : May 05, 2010 Company Secretary


5

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/HERESELF AND SUCH PROXY NEED

NOT BE A MEMBER OF THE COMPANY. THE

PROXY FORM, IN ORDER TO BE EFFECTIVE

SHOULD BE DULY STAMPED, COMPLETED &

SIGNED AND MUST BE DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY NOT

LATER THAN 48 HOURS BEFORE THE

COMMENCEMENT OF THE MEETING. A BLANK

FORM IS ENCLOSED HEREWITH.

2. An Explanatory Statement pursuant to the provisions

of Section 173(2) of the Companies Act, 1956 related

to Special Business(es) is enclosed herewith.

3. Corporate Members intending to send their

authorized representatives to attend the Meeting

are requested to send a duly certified copy of the

Board Resolution authorizing their representative to

attend and vote at the Meeting.

4. The Annual Report for the year ended March 31,

2010 containing, inter alia, the Directors’ Report,

Auditors’ Report and the audited financial statements

is enclosed.

5. Members/ Proxies should bring the attendance slips

duly filled in and signed for attending the Meeting.

6. Pursuant to Section 154 of the Companies Act, 1956

the Register of Members and the Share Transfer

Books of the Company will remain closed from 7th

June, 2010 to 14th June, 2010 (both days inclusive).

7. The Register of Directors’ Shareholding will be

available for inspection at the Meeting.

8. Members holding shares in physical form are

requested to intimate change in their address, if

any, immediately to the Company’s Registrar and

Share Transfer Agent i.e. M/s. Beetal Financial &

Computer Services Private Limited having registered

office at 99, Madan Gir, Behind Local Shopping

Centre, Near Dada Harsukh Nath Mandir New

Delhi-110062. Members holding shares in electronic

form must intimate the change in their address, if

any, to their respective depository participant.

9. The documents referred in the proposed resolutions

are available for inspection at the Registered Office

of the Company during working hours between 9.30

A.M. to 1.00 P.M., except on holidays, upto the date

of the Annual General Meeting.

10. Pursuant to the provisions of Section 109A of the

Companies Act, 1956 every member or joint

holder(s) may nominate in the prescribed manner,

a person to whom all the rights in shares shall vest

in the event of death of the sole holder or all the joint

holders. Members are advised to avail nomination

facility at their own interest. Members holding

physical shares may supply requisite nomination

form at their request. Members holding shares in

Dematerialisation form may contact their respective

Depository Participants for recording of nomination.

11. Brief resume of the Directors proposed to be re-

appointed, nature of their expertise in specific

functional areas and names of companies in which

they hold directorships and memberships/

chairmanships of Board Committees and number

of shares, as stipulated under Clause 49 of the

Listing Agreement entered into with the Stock

Exchanges, are enclosed herewith.

By order of the Board of Directors

Sd/-

Place : New Delhi Sandhya Gupta

Dated : May 05, 2010 Company Secretary


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EXPLANATORY STATEMENT PURSUANT TO SECTION

173(2) OF THE COMPANIES ACT, 1956

Item No. 4

The Company is purposing to enter in to higher andprofessional education segment to serve the large number ofpopulation seeking to acquire career- oriented education fortraditional students as well as working adults. The companywould offer a variety of diplomas, bachelors and master’sdegree in collaborations with leading foreign educationproviders. The Company intends to establish a number ofcampuses throughout the india starting with one campus ineach metro city.

The expansion and diversification of business of the Companyproject is purposed to be funded through a combination ofequity and debt. Funds raised by issue of securities areproposed to be utilized in the expansion and diversification ofthe business and normal business activities of the Company.

The detailed terms and conditions of the issue as and whenmade will be determined by the Board of Directors inconsultation with the Merchant Bankers, Lead Managers,Advisors, Underwriters and other experts in accordance withthe applicable provisions of law.

The proposed issue of securities as above may be made inone or more trenches, in domestic/ International marketinIndian rupee or one or more foreign currency, by way ofpublic issue, right issue, issue of foreign currency convertiblebonds, Global Depository Receipts, Americal DepositoryReceipt etc. as may be decided by the Board. The issue priceand other terms and conditions of security to be issued in theproposed offerings will be determined by the Board of Directorsat the time of the offer depending on the prevailing marketconditions and the applicable regulations.

In terms of the provisions of Section 81 of the Companies Act,1956 and other applicable provisions approval of the membersby way of special resolution is required for the proposedresolution. The Board of Directors recommends and placesbefore you are proposed resolutions for your considerationand approval.

None of the Directors of the Company are in any way,concerned or interested in the resolution, except to the extentof any security(ies) that may be offered from time to time.

Item No. 5 & 6

Pursuant to the provisions of Section 292 read with Section293(1) (d) of the Companies Act 1956, the board of directorof your company may borrow up to aggregate of the paid upcapital and free reserves apart from temporary loans obtainedfrom the Company’s bankers in ordinary course of business.However, it requires the approval of shareholders of theCompany to borrow beyond the limits specified under theprovisions of Section 293(1)(d) of the Companies Act, 1956

With a view to meet the funds requirements, the Companywould be required to borrow from time to time by way of loansand/or issue of Bonds, Debentures or other securities and theamount to be borrowed with the amount already borrowedmay exceed the limits specified under the provisions of Section293(1)(d) of the Companies Act. Hence, the proposal forobtaining the consent of members by way of OrdinaryResolution for increasing the limit of aggregate borrowing fromRs. 400 crores is made.

The use of the increased borrowing limit would be madedepending upon the business exigencies and in accordancewith sound financial policies.

Further, the said borrowings/issue of securities may requiredto be secured by way of mortgage/charge over all or any partof the movable and/or immovable properties of the Companyand as per provisions of Section 293(1)(a) of the CompaniesAct, 1956, the mortgage or charge on all or any part of themovable and/or immovable properties of the Company, maybe deemed as the disposal of the whole, or substantially thewhole, of the undertaking of the Company and hence requiresapproval from the shareholders of the Company.

The Directors recommends the resolution for members’approval by way of an Ordinary Resolution.

None of the directors is any way concerned or interested inthis resolution proposed to be passed.

Item No. 7 & 8

Mr. Yamuna Dhar Pande and Mr. Chander Prakash Batrawere appointed as an Additional Director’s of the Company bythe Board of Directors in their meeting held on April 10, 2010.They have a rich experience in this field and thus boardconsiders that their experience will immensely benefit theCompany. Being an Additional Director’s they hold the officeup to the ensuing Annual General Meeting. As the Board hasappointed them for a long term purpose, therefore theirappointment as a Director is being proposed in ensuing AnnualGeneral Meeting. The Company has received a notice underSection 257 of the Act proposing their candidature as Director.

Except Mr. Yamuna Dhar Pande and Mr. Chander PrakashBatra themself, none of the other Director is interested inabove resolution.

Item No. 9

Pursuant to provision of Article 87(1) of Articles of Associationof the Company, your Company can pay sitting fees notexceeding Rs. 250 only. However, said amount do not justifythe contribution made by the independent director’s in theform of their precious time and valuable knowledge for theCompany and requires to be increased from time to time.

The Directors recommends the resolution for members’approval by way of Special Resolution.

All the Directors of the Company deemed to be interested inthe proposed resolution.


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DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT

(Pursuant to clause 49 of the Listing Agreement)

Name of Director Mr. Yamuna Dhar Pande Mr. Chander Prakash Batra

Date of birth & Age 31st March, 1944, 65 years 15th November 1949, 60 years

Nationality Indian Indian

Appointed on 10th April. 2010 10th April 2010

Qualifications D.Sc (Agric.),M.Sc (Agric.) M.B.A.(Marketing),Zoology & Entomology, B.Sc (Agric.) M.Sc (Physics), B.Sc, B.Ed

Expertise in specific functional areas Education Sector Consultant to the Education Sector

Brief Resume He has been professor of AppliedBiology in Arba Minch University,Ethiopia and the Director General &Vice Chancellor of variousuniversities in India. His publicationsinclude 85 research papers inEntomology and Acarology, 65Technical articles and 1 Tech. Bulletin.He is the Fellow with EntomologicalSociety of India and RoyalEntomological Society, London andis associated with many scientificsocieties in India and abroad.

List of Directorships held

in other Companies Nil Nil

Membership/Chairmanship of

various Board Committees Nil Nil

Shareholding of Non-Executive

Directors in Ace India Limited. Nil Nil

Mr. C. P. Batra has worked as a privateconsultant to individual clients in theeducation sector. He is the head ofHuman Resources in IrodeMicrosystems Pvt. Ltd. He hasalso worked as Advisor-MarketDevelopment in Titagarh Wagons Ltd,Advisor - Logistics in Karni MineralsPvt. Ltd. and Senior Manager,Marketing in Hindustan Vegetable OilsCorporation Ltd.


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DIRECTORS’ REPORT

The Members,

Ace India Limited

New Delhi

The Board of Directors of your Company have immensepleasure in presenting the 16th Annual Report of theCompany along with Audited Accounts and the Auditors’Report for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company forthe Financial Year(s) 2009-10 and 2008-09 are as under:

(Amount in Rs.)

Particulars Financial Year Financial Year

2009-10 2008-09

Sale & Other Income 1,24,45,868 56,88,239

Profit before Depreciation 19,44,981 11,39,634

Profit before Tax 2,23,489 1,12,527

Income Tax Provision 36,844 12,626

FBT Provision – 3,859

Deferred Tax liability 25,390 6,02,951

Profit after Tax 1,61,255 (5,06,908)

REVIEW OF PERFORMANCE

During the year under review, Turnover went up from

Rs. 56,88,239 (Fifty Six Lacs Eighty Eight Thousand

Two hundred Thirty Nine only) in F.Y. 2008-09 to

Rs. 1,24,45,868 (One Crore Twenty Four Lac Forty Five

Thousand Eight hundred Sixty Eight only) in F.Y.

2009-10, recording a growth of 118 percent. The Profit

before depreciation, is Rs 19,44,981 in F.Y. 2009-10,

with an increase of 71 percent over the preceding year.

DIVIDEND

Keeping in view the future expansion plans and capital

requirements of the Company, the Board of your company

decided to conserve cash flow by not recommending

any Dividend for the period under review.

CHANGE IN CONTROL OVER THE MANAGEMENT

During the period under review, pursuant to the provisionsof Regulation 12 of the Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers)Regulations, 1997, the Change in control of theManagement and affairs of your company is absolutelytransferred to Mr. Gajanand Gupta and Mr. SushilAggarwal in place of Mr. Ved Prakash Narula and Ms.Mamta Narula.

CHANGES IN CAPITAL STRUCTURE

During the Financial Year ended March 31, 2010, theAuthorised Share Capital of the Company was re-classified on 26th March 2010, by cancelling 20,00,000(Twenty Lacs) 16% Redeemable Preferences Shares ofRs. 10/- (Rs.Ten Only) each aggregating toRs. 2,00,00,000 (Rs. Two Crores Only) and creating20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/-(Rs. Ten Only) each aggregating to Rs. 2,00,00,000(Rs. Two Crores Only) which shall be ranking pari passuwith the existing Equity Shares. Further, the AuthorisedCapital of the Company has also been increased toRs. 25,00,00,000 (Rs. Twenty Five Crore only) by creating1,50,00,000 (One Crore Fifty Lacs) Equity Shares ofRs. 10/- (Rs. Ten Only) each aggregatingRs. 15,00,00,000/- (Rs. Fifteen Crore Only) which shallbe ranking pari passu with the existing Equity Shares.

Further, the Board of Director’s in their meeting held on5th May, 2010 allotted 60,00,000 fully paid Equity Sharesof Rs. 10/- (Rs. Ten Only) each to the various strategicinvestors on the conversion of warrants.

SHIFTING OF REGISTERED OFFICE OF THE

COMPANY

The registered office of the Company has been shiftedto 10178/304A, Ravindera Plaza, Abdul Aziz Road, NewDelhi-110005 w.e.f 17th April, 2010. The members arerequested to make communications with the Companyat the new office of the Company.

VENTURING INTO NEW LINE OF BUSINESS

ACTIVITIES & CHANGE IN OBJECT CLAUSE OF THE

MEMORANDUM OF ASSOCIATION:

As you are aware that the Company had been doing thebusiness of Media and your new management hasdecided to explore possibilities in Education sectors


9

exploring new line of business activities relating to Higher

and Vocational education. The Object Clause of the

Memorandum of Association of the Company has been

amended accordingly.

DIRECTORS

Consequent upon the change in control and management

of your Company, Mr. Virender Kumar, Independent

Director & Ms. Mamta Narula, Promoter Director,

resigned from the directorship w.e.f 2nd April, 2010. Mr.

V.P. Narula, has resigned from the office of Managing

Director w.e.f. 10th April 2010.

Pursuant to the provisions of Section 255 of the

Companies Act, 1956, Mr. Gajanand Gupta and Mr.

Sushil Aggarwal were appointed as Director of the

Company w.e.f.2nd April 2010.Further, pursuant to

provisions of Section 255 and 256 of the Companies

Act, 1956, Mr. V.P. Narula shall retire by rotation at the

ensuing Annual General Meeting of your Company.

Pursuant to the Provisions of Section 260 of the

Companies Act, 1956 and Articles of Association of the

Company Mr.Yamuna Dhar Pande and Mr. Chandra

Prakash Batra were appointed as Additional Directors of

the Company and shall hold office until the date of the

ensuing Annual General Meeting. Your Company has

received a notice in writing proposing their candidature

along with the requisite deposit pursuant to the provisions

of Section 257 of the Companies Act, 1956.

The brief resume of the Directors proposed to be

appointed or re-appointed, nature of their expertise in

specific functional areas and names of companies in

which they hold directorships and memberships/

chairmanships of Board Committees and number of

shares held in the company, as stipulated under Clause

49 IV (G) of the Listing Agreement, are enclosed with the

notice.

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

The Management Discussion and Analysis Report for

the Year, as stipulated under Clause 49 of the Listing

Agreement with the Stock Exchanges, is presented in a

separate section forming part of the Annual Report.

FIXED DEPOSITS

Your Company has neither invited nor accepted anydeposits from public within the meaning of Section 58Aand 58AA of the Companies Act, 1956 read withCompanies (Acceptance of Deposit) Rules, 1975 duringthe year under review.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on BombayStock Exchange Limited. The annual listing fees for thefinancial year 2010-11 has been duly paid to theExchange.

CONSERVATION OF ENERGY AND TECHNOLOGY

ABSORPTION

In view of the nature of activities which are being carriedon by the Company, the particulars as prescribed underSection 217(1)(e) of the Companies Act, 1956 read withCompanies’ (Disclosures of Particulars in the Report ofthe Board of Directors) Rules, 1988 regardingConservation of Energy and Technology Absorption arenot applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. Particulars For the Period ended For the Period ended

No. 31st March, 2010 31st March, 2009

I Earning Nil Nil

Ii Outgo Nil Nil

The Company mainly deals in domestic market and hasNIL sales on account of exports during the FinancialYear 2009-10.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of theCompanies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts, theapplicable accounting standards have been followedalong with proper explanations relating to materialdepartures, wherever applicable;

b) The Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so


10

as to give a true and fair view of the state of affairs

of the Company as at March 31, 2010, and of the

profit of the Company for the year.

c) The Directors have taken proper and sufficient care

for the maintenance of adequate accounting records

in accordance with the provisions of this Act for

safeguarding the assets of the Company and for

preventing and detecting fraud and other

irregularities; and

d) The Directors have prepared the annual accounts

on a ‘going concern’ basis.

CORPORATE GOVERNANCE

Your Company believes that the Corporate Governance

is at the heart of the Shareholder value creation and

committed to conduct the business of your company

with the highest level of integrity and transparency. The

commitment of your company is clearly reflected in the

business activities of the company. The governance

practices of your Company are described separately in

the “Corporate Governance Report” section to this annual

report and a certificate from Statutory Auditors on

compliance with clause 49 of the Listing agreement with

the stock exchanges and the same is attached with the

“Corporate Governance Report” Section of this Annual

Report.

AUDITORS

M/s PVRN & Co., Chartered Accountants, retires as

Statutory Auditors of the Company at the conclusion of

the ensuing Annual General Meeting and being eligible,

offers themselves for re-appointment. The Company has

received a certificate from the Auditors to the effect that

their re-appointment if made would be in the limits

prescribed under the Section 224(1B) of the Companies

Act, 1956.

AUDITORS’ REPORT

The observations of the Auditors in their report read

together with the Notes on Accounts are self explanatory

and therefore, in the opinion of the Directors, do not call

for any further explanation.

STATEMENT OF EMPLOYEES

None of the Employees of the Company is in receipt of

remuneration for the year which was more than the limit

prescribed under Sub-section (2A) of Section 217 of the

Companies Act, 1956 read with the Companies

(Particulars of Employees) rules, 1975. Hence, there is

no requirement of giving disclosure of employee’s

particular’s required under the provisions of Sub-section

(2A) of Section 217 of the Companies Act, 1956 read

with the Companies (Particulars of Employees) rules,

1975.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere

appreciation for the co-operation and assistance received

from the Bankers, Regulatory Bodies, stakeholders

including Financial Institutions, Distributors and other

business associates who have extended their valuable

sustained support and encouragement during the year

under review.

Your Directors take this opportunity to recognize and

place on record their gratitude and appreciation for the

commitment displayed by all executives, officers and

staff at all levels of the Company. We look forward for

your continued support in the future.

For & on behalf of Board of Directors

Place : New Delhi Sushil Aggarwal

Date : May 05, 2010 Chairman


11

MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

1.0 INDUSTRY STRUCTURE

A. Stable Population Base

The growth of the Education Sector of any countrycompletely depends on the population base of thatCountry. The potential target consumers of theeducation market are the Consumers between theages of 5 to 24 years. The total population of Indiacomprised of 464 million people’s between the agesof 5 to 24 years of age in 2006 which is estimated446 million in 2026.

The population base of India comprises of a largenumber potential target consumer with the stablebase in comparison of other countries which is signof high growth of the education sector in forthcomingfuture.

B. Growing Per Capital-Greater Purchasing Income

During the last two decades the per capita incomeof the country has increased due to overall economicgrowth of the Country. The increased per capitaincome resulted higher purchasing power of thepersons in India. Due to high purchasing powerpeople of India specifically middle class familiesestimated to spend more on k-12 as well as higherand vocation education.

C. Low Literacy Rate

As per census 2001, the literacy rate in India wasaround 64% which was very low in comparison tothe other countries of the world like in china it isover 90% and in USA it is approximately 100%.India is having a highest number of illiteratepopulation over the world which creates potentialsconsumers for the education sector.


12

2.0 GOVERNMENT INITIATIVES FOR BOOSTING

EDUCATION SECTOR

The Government is committed to make concerted

efforts for improving the quality of education as

mere quantitative expansion will not deliver the

desired results in view of the fast changing domestic

and global scenario. The Government of India is

making various quantitative and qualitative

measures to boost the education system in India.

Following are the some measures taken by the

Government of India for the growth of education in

India:-

(i) Right of Children to Free and Compulsory

Education Bill

The Right of Children to Free and Compulsory

Education (RTE) Act, 2009 was published in the

Gazette of India on 27th August, 2009. The Act

provides for Free and Compulsory education to all

children of the age of six to fourteen years. The

Central Government has affixed 1st April, 2010 as

the date of enforcement of the Act. The RTE Act

provides children in the 6-14 age group the legal

entitlement to free and compulsory education. It

lays down, inter alia norms and standards for

infrastructure, PTRs for the primary and

upper primary stage of education, academic

responsibilities of teachers and principles for the

teaching and learning process. The RTE Act has

considerable implications for the implementation

strategies of SSA. Steps have been initiated to

harmonise the vision, strategy and norms under

Sarva Shiksha Abhiyan with the RTE mandate.

(ii) Launching of Saakshar Bharat

The National Literacy Mission has been modified

and renamed SAAKSHAR BHARAT, which was

launched by the Prime Minister on 8.9.2009. To

ensure equity and inclusiveness, achieve the overall

objectives of reducing gender gap in literacy levels

and minimize social disparities, nearly 60 out of 70

million targeted beneficiaries, that is 85% of the

total target, will be women and nearly 50% of the

target group will comprise SCs/STs and minorities.

District, Block and Gram Panchayats have been

given key roles in planning, implementing and

monitoring of the programme. The Mission will be

implemented through Gram Panchayats at the

grassroot level and by other PRIs at the district and

sub-district levels.

(iii) Attempt to formulate a policy framework for PPP

in school education

The Government of India is now considering the

private participation in the public sector for improving

the quality of education in India. The Government

of India is formulating a appropriate model on PPP’s

to attract private player’s to collaborate with public

agencies in expanding the education facilities. This

model will include all the level of education sector

as Secondary, Higher and Vocational education

in India.

(iv) ICT in secondary schools and in open/distance

schooling

With government’s increased focus on computer

literacy in public schools, private companies are

lining up to service the demand. For awarding the

contracts, tenders are floated by state governments

for a number of schools in a district. The contracts

are awarded to 2-3 private players based on L1 and

TI bidding. While some state governments follow

the ‘outright buy’ model, wherein the government

pays upfront (at the beginning of the contract) for

the hardware, the contracts are commonly

structured as BOOT contracts for a period of 3-6

years.

ICT is being implemented in schools through the

PPP route. To date, various states have auctioned

ICT contracts to private suppliers for ~100,000

schools (indicating a market size of $90m). With

the government increasing spend for ICT (29,000

schools expected to be up for bidding in FY09) and

low market penetration (currently 11% of total public


13

schools), we expect this market to exhibit ~70%CAGR in the years to come.

(vi) Evolving a National Curriculum Framework

(NCF) for Teacher Education in accordance with

National Curriculum Framework, 2005

The National Council of Teacher Education (NCTE)has prepared a draft National CurriculumFramework of Teacher Education. This frameworkhas been prepared in the background of the NCF,2005 which necessitated an altered framework onTeacher Education, consistent with the changedphilosophy of school curriculum recommended inthe NCF, 2005.

(vii) Establishment of a National Education Finance

Corporation

A proposal for the establishment of a NationalEducation Finance Corporation for fulfilling a needto devise an institutional mechanism that can nurturethe philanthropic tradition of the past in the educationsector and provide institutions a means to accesscomparatively low-cost funds which could developinto a self-sustaining spiral of improving access andquality and enhancing the expansion needs of thesector. The Corporation could also act as a refinanceagency for educational loans obtained by studentsfor pursuit of higher education. EdCIL, a PSU underthe Ministry of HRD, has been requested to preparea Details Project Report (DPR) to establish theviability of the proposal.

(viii) Establishment of 14 Innovation Universities

aiming at world class Standards

A proposal to establish 14 Innovation Universitiesaiming at world class standards for which concepthas been finalized by the Ministry.

(ix) Setting up 10 new National Institutes of

Technology (NITs)

The Government of India has decided to set up 10new NITs,one each for those States/UTs which asof now do not have any NIT. Accordingly, the UnionCabinet has since approved the proposal of opening10 new NITs in Meghalaya, Manipur, Mizoram,Nagaland, Sikkim, Arunachal Pradesh, Goa (also

catering to the needs of Daman & Diu, Dadra &

Nagar Haveli and Lakshadweep), Puducherry (also

catering to the needs of A&N Islands), Delhi (alsocatering to the needs of the Chandigarh) and

Uttarakhand. In order to closely monitor as well as

facilitate the work of establishment of these tennew NITs, it has been decided that the existing

NITs will mentor the new NITs for the first 2-3 years

or till such time as the new NITs are properly setup.

(x) Launching of a new scheme of interest subsidy

on educational loans taken for professional

courses by the Economically Weaker Students.

To enable students from economically weaker

sections to access higher education, a scheme to

provide full interest subsidy during the period ofmoratorium introduced to cover loans taken from

scheduled banks to pursue any of the approved

courses of study in technical and professionalstreams from recognized institutions in India.

In a significant move, Government has decided toprovide full interest subsidy on education loans taken

by poor students to pursue technical and

professional courses and fixed their parental incomelimit at Rs 4.5 lakh per annum to avail the benefit.

The deduction under Section 80E of the Income-tax Act allowed in respect of interest on loans taken

for pursuing higher education in specified fields of

study to be extended to cover all fields of study,including vocational studies, pursued after

completion of chooling.

(xi) Colleges/University departments to be provided

with broadband internet connectivity under the

“National Mission on Education through

Information and Communication Technology

(ICT)”

BSNL-MTNL combine has been entrusted the job

of giving broadband connectivity to Colleges/

University Departments and this work is expectedto be completed soon. E-learning material such as

NPTEL, Video Lectures etc. will be provided to

colleges free of cost under the National Mission onEducation through ICT.


14

3.0 Material Developments in Human Resources

The Company has a strong team of able and

experienced staff and executives, regular

workshops are being held to update the skills of the

existing personnel as also to train fresh candidates

recruited by the Company, Several training modules

for transformation of work culture are being

conducted. These development programs would

result in continuous improvement in our capability,

teamwork and total employee involvement.

Relations with the employees at all level remain

cordial and your directors wish to place on record

their appreciation of the co-operation and

contribution made by the employees at all levels.

The Company gives considerable importance to

the training and development of employees.

3.0 SWOT ANALYSIS

Strengths Weaknesses

Our Promoters are highly experienced in Education Sector Dependence on limited education verticals

Independent and highly qualified Board Limited Resources

Best Quality Education Services High dependency on government spending

Opportunities Threats

Possible changes in Legal Framework Entry of new competitors & private universities

Investors’ attraction to Education Industry Easy entry of foreign academic institutions

Increased Government spending on Education Increaseing trend of study in abroad

4.0 Future Outlook

There is no denial of the fact that the Education

industry in India has set for a rapid growth, and the

Government is also constantly fine-tuning its

spending and regulatory mechanism. The

management of the Company is quite positive about

Company’s growing position in the education

domain and shall keep on its efforts of organic

growth and inorganic initiatives.


15

REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance enshrines the goal of achieving the highest level of transparency,

accountability and equity in all spheres of its operations and in all its dealing with the shareholders, employees, the

government and other parties .The Company believes in the philosophy on code of corporate governance, which provides

a structure by which the rights and responsibilities of different constituents such as the board, employees and shareholders

are carved out. In carrying out this, it is ensured that the Company’s objectives are adequately measured and monitored.

Corporate Governance is considered as an important tool for shareholders protection and maximization of their long term

values. The cardinal principle such as accountability, responsibility, transparency and fair disclosure serve as the measure

for achieving goals.

The Company will continue to focus on achieving a balance between individual interests and corporate goals through the

efficient conduct of its business and meeting its stakeholder obligations in a manner that is guided by transparency,

accountability, and integrity. Accountability improves decision making and transparency helps to explain the rationale

behind decisions and to build stakeholder confidence.

We believe that sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its

fiduciary responsibilities in the widest sense of the term.

2. BOARD OF DIRECTORS

A. BOARD’S COMPOSITION AND CATEGORY

The Composition of the Board of Directors consists of Six (6) Directors in combination of Two Executive Directors and

remaining Four (4) are Non Executive Director’s. The Company is chaired by Executive Director who belongs to

Promoter Group. The Non-executive Directors comprises all Independent Directors.

The Composition of the Board is in confirmity with the requirements of Clause 49 of the Listing Agreement.

The details relating to Composition & Category of directors, Directorships held by them in other companies and their

membership/ chairmanship on various committees of board, of other companies, as on date of this report is as follows:

S. Name of the Category No. of other * No. of Memberships /

No. Director Directorships Chairmanships in various

held in other Board Committees**

Companies

Member Chairman

1 Mr. Gajanand Gupta$ Promoter Director /Executive Director 2 1 1

2 Mr. Sushil Aggarwal$ Promoter Director /Executive Director 6 Nil Nil

3 Mr. Yamuna Dhar Pande# Independent Director Nil Nil Nil

4 Mr. Chander Prakash Batra# Independent Director Nil Nil Nil


16

*Private Limited Companies, Foreign Companies and Companies under Section 25 of the Companies Act, 1956are excluded for the above purpose

**Includes only Audit Committee and Shareholders’/ Investors Grievance Committee

$ Appointed as Promoter Directors of the Company w.e.f. 02nd April, 2010, due to change in control over themanagement in accordance with the provisions of Regulation 12 of Securities and Exchange Board of India(Subsantial Acquisition of Shares and Takeovers) Regulations, 1997.

# Appointed as an Additional Directors of the Company w.e.f.10th April, 2010.

Mr. V.P. Narula has resigned from the office of Managing Director as on 10th April, 2010. Further, he is not aPromoter Director w.e.f 2nd April, 2010, due to change in control over the management, pursuant to theprovisions of Regulation 12 of Securities and Exchange Board of India (Subsantial Acquisition of Shares andTakeovers) Regulations, 1997. Presently, Mr. V.P. Narula is a Director on the Board of the Company andpursuant to provisions of Section 255 and 256 of the Companies Act, 1956, Mr. V.P. Narula shall retire by rotationat the ensuing Annual General Meeting.

Mrs. Mamta Narula resigned from the office of Directorship w.e.f 2nd April, 2010, due to change in control overthe management pursuant to the provisions of Regulation 12 of Securities and Exchange Board of India (SubsantialAcquisition of Shares and Takeovers) Regulations, 1997.

Mr. Virender Kumar has resigned from the office of Directorship w.e.f. 2nd April, 2010.

Mr. B. S. Goyal was appointed as Independent Director of the Company w.e.f. 30th July, 2009.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which he is aDirector.

B. BOARD MEETINGS & ATTENDANCE

During the Financial Year 2009- 10, Six (6) Board Meetings were held on the following dates:-

30th April, 2009, 30th July 2009, 26th August, 2009, 30th October, 2009, 30th January, 2010 and 26th February2010.

The intervening period between the Board Meetings were within the maximum time gap prescribed underCompanies Act, 1956 and Clause 49 of Listing Agreement.

The last Annual General Meeting of the Company was held on 29th September, 2009.

Details of attendance of Directors at various Board Meetings and at an Annual General Meeting held during theFinancial Year 2009-10, are as under:

Name of DirectorNo. of Board Attendance at

meetings attended the last AGM

Mr. V.P. Narula 6 Yes

Ms. Mamta Narula 6 Yes

Mr. Virender Kumar 6 Yes

Mr. B.S. Goyal* NIL Yes

Mr. Rajesh Kumar Narula** 3 Yes

*Appointed w.e.f. 30th July, 2009.**Resigned w.e.f. 30th October, 2009.

During the year, all the relevant information’s required to be placed before the Board of Directors as per Clause49 of the Listing Agreement are considered and taken on record / approved by the Board. Further, the Boardperiodically reviews Compliance Reports in respect of laws and regulations applicable to the Company.


17

3. COMMITTEES OF THE BOARD

a) AUDIT COMMITTEE

(i) Composition of Audit Committee

The Audit Committee comprises of following members as at March 31, 2010 :-

Sr. No. Name of the Director Designation Category

1. Mr. Virender Kumar Chairman Independent

2. Mr. B.S. Goyal Member Independent

3. Mrs. Mamta Narula Member Promoter

Further, the Audit Committee is re-constituted as on May 5, 2010 and the composition of the same is as follows:-


1. Mr. C.P. Batra Chairman Independent

2. Mr. Yamuna Dhar Pande Member Independent

3. Mr. G.N. Gupta Member Promoter

The composition of the Committee meets the requirements of Section 292A of the Companies Act, 1956 andClause 49 of the Listing Agreement.

The Company Secretary of the Company acts as the Secretary to the Committee.

(ii) Terms of Reference

The terms of reference of the Audit Committee are generally in accordance with the items listed in Clause49 (II) (D) and (E) of the Listing Agreement as follows:

• Overseeing the Company’s financial reporting process;

• Reviewing with the management quarterly, half yearly and annual financial statements before submissionto the Board for approval;

• Reviewing with the management performance of statutory auditors, the adequacy of the internal controlsystem and reviewing efficacy of the function, including discussion and review of periodic audit reports.;

• Reviewing with management statement of significant related party transactions;

• To discuss with statutory auditors, before the audit commences, about the nature and scope of audit andsignificant observations/suggestions made by them;

• Reviewing the Management Discussion and Analysis of financial condition and result of operations; and

• Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixationof audit fees.

Further, the Committee also discharges such other role/functions as may be specifically referred to the Committeeby the Board of Directors and/or other committees of Directors of the Company.


18

(iii) Meetings and attendance during the year

During the financial year 2009-10, Five (5) meetings of the Audit Committee were held on the following dates:

30th April, 2009, 30th July, 2009, 20th August 2009, 30th October 2009 and 30th January 2010.

The attendance of members at the meetings of the Committee held during the year were as follows:

Name of the Member No. of Meetings Attended

Mr. Virender Kumar 5

Mr. B.S. Goyal* Nil

Ms. Mamta Narula 5

* Appointed w.e.f. 30th July, 2009

The representatives of the Statutory Auditors normally attend the meetings by invitation.

The Company Secretary of the Company acts as the Secretary to the Committee-also.

The Chairman of Audit Committee was present in the Annual General Meeting held on September 29, 2009.

The Minutes of the Audit committee Meetings were noted by the Board of Directors of the Company at the subsequentBoard Meetings.

b. Shareholders’/ Investors’ Grievance Committee

(i) Composition of Shareholders’/Investors’ Grievance Committee

In compliance with the requirement of Corporate Governance under, the Listing Agreement with the StockExchanges, the Company has constituted a “Transfer and Shareholder/ Investors Grievance Committee” to lookin to issues relating to the shareholders including share transfers.

The Shareholders’/Investors’ Grievance Committee of the Board comprises of three Directors as at 31st March2010 :-


1. Mr. Virender Kumar Chairman Independent

2. Ms. Mamta Narula Member Promoter

3. Mr. B.S. Goyal Member Independent

Further, the Shareholders/ Investor Grievances Committee was re-constituted as on May 5, 2010 and the compositionof the same is as follows :-


1. Mr. Yamuna Dhar Pande Chairman Independent

2. Mr. Sushil Aggarwal Member Promoter

3. Mr. C.P. Batra Member Independent

(ii) Terms of Reference

The Committee oversees and reviews all matter connected with securities of the Company. The Committee alsolooks into redressal of shareholders’ / investors’ complaints/queries related to transfer / transmission / consolidation/ splitting of shares, non-receipt of Balance Sheet, etc. The Committee oversees performance of the Registrar andTransfer Agent of the Company and recommends measures for overall improvement in the quality of investorservices.


19

(iii) Meetings and attendance during the year

During the year ended March 31, 2010, Four (4) meetings of the Committee were held on the following dates:-

30th April, 2009, 30th July 2009, 26th August 2009 and 30th January 2010.

The attendance of members at the meetings of the committee held during the year were as follows:-

Name of the Member No. of Meetings Attended

Mr. Virender Kumar 4

Ms. Mamta Narula 4

Mr. B.S. Goyal* Nil

*Appointed w.e.f. 30th July, 2009.

The Company Secretary of the Company acts as the secretary to the committee.

The details of investor complaints received and resolved during the period April 1, 2009 & March 31, 2010 is as under:

No. of Investor Complaints No. of Investor Complaints No. of Investor Complaintsreceived from April 1, 2009 resolved from April 1, 2009 pending at the end of

to March 31, 2010 to March 31, 2010 March 31, 2010

Nil Nil Nil

Company Secretary of the Company is the Compliance Officer of the Company.

4. REMUNERATION OF DIRECTORS

(i) Remuneration of Executive Directors

The Remuneration of Managing Director is decided by the Board, based on recommendation of Remuneration/Compensation Committee within the ceiling fixed by the shareholders and permissible under the Companies Act,1956. Remuneration of the Managing Director and Whole-time Director for the year ended March 31, 2010 wasas follows :

Mr. V.P. Narula 2,20,000 Nil Nil NIl 2,00,000 Nil 5 years N.A. N.A.

Mrs. Mamta Narula 1,87,000 Nil Nil Nil 1,87,000 Nil 5 years N.A. N.A.

The remuneration of both the Executive Directors was fixed.

(ii) Remuneration to Non-Executive Directors

The Non-Executive Directors including Independent directors have not been paid any remuneration during theFinancial Year 2009-10.

Name of the Director Salary Commi- Perqui Retiral Total Stock Service Contract

& ssion sites Benefits Options

Allowances payable GrantedTenure Notice Sevenrance

Period fees


20

5. GENERAL BODY MEETINGS

(A) Annual General Meetings :-

Details of the Annual General Meetings held in the last three years:

Year Date Day Time VenueSpecial Resolu-

tions Passed

2006–2007 28th September, 2007 Friday 11.30 A.M. Prem Pavitra Bhojanalya,Shri Hans Tower, 35-BMoti Dungri, Alwar, Rajasthan No

2007–2008 26th September, 2008 Friday 11.30 A.M. Prem Pavitra Bhojanalya,Shri Hans Tower, 35-B,Moti Dungri, Alwar, Rajasthan No

2008–2009 29th September, 2009 Tuesday 11.30 A.M. Prem Pavitra Bhojanalya,Shri Hans Tower, 35-B,Moti Dungri, Alwar, Rajasthan Yes

** Resolutions pertaining to following matters were passed as Special Resolutions:

• Shifting of Registered office from the state of Rajasthan to NCT of Delhi.

• Resolution under Section 81(1A) of the Companies Act, 1956 for issue of 18,00,000 Zero Coupon ConvertibleWarrants on preferential basis without offering existing members

The above resolutions were passed with requisite majority.

(B) Extra-Ordinary General Meeting

Details of the Extra-Ordinary General Meetings held during the financial year ended 31st March, 2010:

Year Date Day Time VenueSpecial Resolu-

tions Passed

2009–2010 26th March, 2010 Friday 11:30 A.M. Mahima Farms,Village Pandwala Khurd,Jhatikara Road, Najafgarh,(Near Osho Dham),New Delhi-110043 Yes

(C) Postal Ballot

The Company has passed the following Resolution through Postal Ballot process on 29th September, 2009:

“Shifting of Registered Office from the State of Rajasthan to NCT of Delhi”

M/s. Rajesh Arjun & Co., Practicing Chartered Accountant had been appointed as Scrutinizer by the Board ofDirectors of the Company for conducting the Postal Ballot process.

The summary of voting pattern and results is given below:


21

Sr.Particulars

Item No. 1

No. No. of Voting % to total

Ballots Rights voting rights

1 Total Postal Ballot Forms received withinthe prescribed time 62 1572658 49.75%

2 Less: Invalid Postal Ballot Forms* Nil Nil Nil

3 Valid Postal Ballot Forms 62 15,72658 49.75%

4 Postal Ballot Forms against Resolution(s) Nil Nil(Nil % to received

voting rights) Nil

5 Postal Ballot Forms in favour of the Resolution(s) 62 1572658(100 % to received

voting rights) 49.75%

6. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

In the preparation o financial statements, the Company has followed the Accounting Standards issued by the Institute ofChartered Accountants of India (ICAI) to the extent applicable.

7. MEANS OF COMMUNICATION

The Company regularly intimates un-audited as well as audited financial results to the Stock Exchanges immediately, afterthese were taken on record by the Board.

These financial results are published in the leading newspapers of Country viz. Financial Express (Engllish) and Jansatta(Hindi).

8. SHAREHOLDERS INFORMATION

(i) Annual General Meeting

Date : June 14, 2010Time : 10:00 A.M.Venue : Hindi Bhawan, 11, Vishnu Digambar Marg,

New Delhi-110002

(ii) Financial Calendar (tentative)

The financial year covers the period starting from 1st April and ending on 31st March

Adoption of Quarterly Results for the Quarter Ended by the end of

June 30, 2010 15th August 2010

September 30, 2010 15th November 2010

December 31, 2010 15th February 2011

March 31, 2011 May 2011

(iii) Book Closure Period

7th June, 2010 to 14th June 2010 (both days inclusive)

(iv) Listing

Equity Shares of the Company are currently listed at the Bombay Stock Exchange Limited (BSE). The listing fee hasbeen paid to BSE where the Company’s Equity shares are listed.

(v) Stock Symbol / Code

Bombay Stock Exchange Limited 530093

(vi) Market Price Data

The monthly high & low quotations of the company’s shares traded on the Bombay Stock Exchange Limited duringthe financial year 2009-2010 are as under:


22

MonthBombay Stock Exchange (BSE)

High Low

April, 2009 6.7 5.71

May, 2009 6.14 4.4

June, 2009 6.05 4.85

July 2009 5.67 4.76

August, 2009 6.3 4.98

September, 2009 8.54 5.45

October 2009 8.75 7.61

November, 2009 7.85 5.02

December, 2009 6.48 5.16

January, 2010 7.7 6.01

February, 2010 12.69 6.21

March, 2010 34.89 13.32

(vii) Registrar & Transfer Agent

Beetal Financial & Computer Services Private Limited

Beetal House, 3rd Floor, 99, Madan girBehind Local Shopping Centre, Near Baba Harsukh Das Mandir,New Delhi-110062Telephone : +91 11 29961281, Fax: +91 11 29961284

(viii) Share Transfer System

The Company’s share being in compulsory Demat list, are transferable through the depository system. However,shares in the physical form are processed by the Registrar & Transfer Agent and approved by the Shareholdersand Investors Grievance Committee. The share transfer process is reviewed by the said committee. TheCompany obtains from a Company Secretary in Practice, the half-yearly certificate of compliance with the sharetransfer formalities as required under Clause 47(c) of the Listing Agreement with Stock Exchanges and filesa copy of the certificate with the Stock Exchanges.

(ix) Shareholding Pattern as on March 31, 2010

CategoryNo. of Percentage of

Shares held Shareholding (%)

Promoter and Promoter Group 4,25,230 13.453

Mutual Funds / UTI Nil Nil

Banks / Financial Institutions Nil Nil

FIIs Nil Nil

Bodies Corporate 8,61,348 27.250

NRIs 899 0.028

Clearing Members 16164 0.511

HUF / Trust Nil Nil

Foreign Corporate Bodies Nil Nil

General Public 18,57,259 58.758

Total 3160900 100.00


23

(x) Distribution of Shareholding as on March 31, 2010

From – ToNo. of Shareholders No. of Shares

Number % Total Number %Total

1-5000 2,532 83.07 5,09,955 16.1332

5001-10000 226 7.41 1,91,512 6.0588

10001-20000 100 3.28 1,55,520 4.9201

20001-30000 104 3.41 2,64,063 8.3540

30001-40000 16 0.52 59,677 1.8880

40001-50000 19 0.62 93,345 2.9531

50001-100000 19 0.62 1,50,890 4.7736

100001 & Above 32 0.62 17,35,938 54.9191

Total 3,048 100.00 3,16,09,00 100.00

(xi) Dematerialization of Shares and Liquidity

The Company’s Equity Shares are in compulsory demat segment and are available for trading underdematerialised form with both National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL).

As on March 31, 2010, 2,30,1600 shares of the Company, forming 72.81% of the Share Capital of the Company,were in dematerialised form.

(xii) The ISIN No. of the Company is INE715F01014 (with NSDL and CDSL)

(xiii) Code of Conduct

The Company has in place a Code of Conduct applicable to the Board Members as well as the SeniorManagement.

All the Board Members and the Senior Management Personnel of the Company have affirmed compliance withthe Code of Conduct as on March 31, 2010.

A declaration to this effect, duly signed by Director is annexed and forms part of this report

(xiv) Address for Correspondence with the Company

For Securities held in Physical form

Beetal Financial & Computer Services Private Limited

Beetal House, 3rd Floor, 99, Madan girBehind Local Shopping Centre, Near Baba Harsukh Das Mandir,New Delhi-110062Telephone: +91 11 29961281, Fax: +91 11 29961284

For Securities held in Demat form

Investors’ Depository Participant (s) and/or Beetal Financial & Computer Services Private Limited

Any query or clarification

Address: 10178/304A, Abdul Aziz Road, Karol Bagh, New Delhi-110005Company SecretaryEmail :- [email protected]


24

To,

The Board of DirectorsAce India LimitedNew Delhi

We, the undersigned, Mr. V.P. Narula, Director and Ms.Sandhya Gupta, Company Secretary & CFO of the Company,interalia, certify the following:

a) We have reviewed financial statements and the Cashflow statement of the Company for the Year 2009-10 andthat to the knowledge and belief:

i) These statements do not contain any materially untruestatement or omit any material fact or containstatements that might be misleading;

ii) These statements together present a true and fairview of the Company’s affairs and are in compliancewith existing accounting standards, applicable lawsand regulations.

b) There are, to the best of their knowledge and belief, notransactions entered into the company during the year,which are fraudulent, illegal or violative of the Company’scode of conduct.

c) We accept responsibility for establishing and maintaininginternal control systems of the company and they havedisclosed to the auditors and the audit committee,deficiencies in the design or operation of internal controls,if any, of which they are aware and the steps they havetaken or propose to take to rectify these deficiencies.

d) We have indicated to the Auditors and Audit Committee,wherever applicable the following:

i) Significant changes in internal control during the year;

ii) Significant changes in accounting policies during theyear and that the same have been disclosed in thenotes to the financial statements; and

iii) Instances of significant fraud of which they havebecome aware and the involvement therein, if any,of the management or an employee having asignificant role in the Company’s internal controlsystem.

Sd/- Sd/-V. P. Narula Sandhya GuptaDirector Company Secretary &

Chief Financial Officer

Place : DelhiDate : May 5, 2010

DECLARATION BY THE CEO UNDER CLAUSE

49(I) (D) OF THE LISTING AGREEMENT

To,The MembersAce India LimitedNew Delhi

I, V.P. Narula, Director of Ace India limited, to the best of myknowledge and belief, declare that all the members of theBoard of Directors and Senior Management personnel haveaffirmed Compliance with the Code of conduct of the Companyfor the Year ended March 31, 2010.

Sd/-Place : Delhi V. P. NarulaDate : May 5, 2010 Director

CORPORATE GOVERNANCE

COMPLIANCE CERTIFICATE(Pursuant to Clause 49 of the Listing Agreement)

The MembersACE India LimitedNew Delhi

We have examined the compliance of conditions of theCorporate Governance by ACE India Limited, for the yearended March 31, 2010 as stipulated under Clause 49 of theListing Agreement with the Stock Exchanges. We haveobtained all the information and explanations which to thebest of my knowledge and belief were necessary for thepurpose of certification.

The compliance of conditions of Corporate Governance is theresponsibility of the Company’s Management. Our examinationwas limited to procedures and implementation thereof, adoptedby the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor anexpression of opinion on the Financial Statements of theCompany.

In my opinion and to the best of our information and accordingto the explanations given to us, we certify that the Companyhas complied with the conditions of Corporate Governance asstipulated in the Listing Agreement.

We further state that such compliance is neither an assuranceas to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted theaffairs of the Company.

For PVR-N & CO.

Chartered Accountants

Sd/-CA Pradeep Kumar Jindal

M. No. 082646

Place : New DelhiDated : 5th May, 2010


25

d) In our opinion, the Balance Sheet, Profit & Loss

Account and Cash Flow Statement dealt with by

this report comply with the Accounting Standards

referred to in sub section (3C) of Section 211 of

the Companies Act, 1956.

e) On the basis of written representations received

from the Directors, as on 31st March 2010, and

taken on record by the Board of Directors, we

report that none of the Directors is disqualified

as on 31st March, 2010, from being appointed

as a Director in terms of clause (g) of sub section

(1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information

and according to the explanations given to us,

the said accounts give the information required

by the Companies Act, 1956 in the manner so

required and give a true and fair view in

conformity with the accounting principals

generally accepted in India.

i) In the case of the Balance Sheet of the state

of affairs of the Company as at 31st March,

2010

ii) In the case of Profit & Loss Account of the

Profit for the year ended on that date and

iii) In the case of Cash Flow statement of the

cash flows for the year ended on that date.

For PVR-N & Co.


Sd/-

CA Pradeep Kumar Jindal

Partner

M. No. 82646

Firm Registration No. : 004062N

Place : New Delhi

Date : 5th May, 2010

AUDITOR’S REPORT TO THE MEMBERS OF

ACE INDIA LIMITED

1. We have audited the attached Balance Sheet of

ACE INDIA LIMITED as at 31st March, 2010 and

also the Profit and Loss Account and Cash Flow

Statement for the year ended on that date annexed

thereto. These financial statements are the

responsibility of the Company’s management. Our

responsibility is to express an opinion on these

financial statements based on our audit.

2. We conducted our audit in accordance with auditing

standards generally accepted in India. Those

standards require that we plan and perform the audit

to obtain reasonable assurance about whether the

financial statements are free of material

misstatement. An Audit includes examining, on a

test basis, evidence supporting the amounts and

disclosures in the financial statements. An audit

also includes assessing the accounting principals’

used and significant estimates made by

management, as well as evaluating the overall

financial statement presentation. We believe that our

audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report)

Order, 2003 issued by the Central Government of

India in terms of sub section (4A) of Section 227 of

the Companies Act, 1956, we enclose in the

Annexure a statement on the matter specified in

paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to

above, we report that :-

a) We have obtained all the information and

explanation, which to the best of our Knowledge

and belief were necessary for the purpose of

our audit.

b) In our opinion, proper books of account as

required by law have been kept by the Company

so far as appears from our examination of those

books.

c) The Balance Sheet, Profit & Loss Account and

Cash Flow Statement dealt with by this report

are in the agreement with the books of account.


26

ANNEXURE REFERRED TO IN PARAGRAPH 1

OF OUR REPORT OF EVEN DATE

1. (a) The Company has maintained proper records

showing full particulars including quantitative

details and location of its Fixed Assets.

(b) All the Fixed Assets have been physically

verified by the Management during the year

according to regular programme of verification

which, in our opinion, is reasonable having

regard to the size of the Company and nature

of its assets. No material descriptions with

respect to books and records were noticed on

such verification.

(c) During the year, the Company has not

disposed off any plant and machinery.

2. (a) The inventory has been physically verified

during the year by the management. In our

opinion, the frequency of verification is

reasonable.

(b) The procedures of physical verification of

inventories followed by the management are

reasonable and adequate in relation to the size

of the Company and nature of its business.

(c) On the basis of our examination of the records

of inventory, we are of the opinion that the

Company is maintaining proper records of

inventory.

3. The Company not granted / taken unsecured loans

to / from Companies, Firms or other parties covered

in the register maintained u/s 301 of the Companies

Act, 1956 and/or form the Companies under the

same management as defined under sub-section

(IB) of Section 370 of the Companies Act. 1956.

4. In our opinion and according to the information and

explanations given to us, there are adequate internal

control procedures commensurate with the size of

the Company and nature of its business with regard

to purchases of inventory, fixed assets and with

regard to the sale of goods. During the course of

our audit, no major weakness has been noticed in

the internal controls.

5. Based on the audit procedures applied by us and

according to the information and explanations

provided by the management, we are of the opinion

that the transactions that need to be entered into

the register maintained u/s 301 of the Companies

Act, 1956 have been so entered.


explanations given to us, the Company has not to

be complied with the provisions of Sections 58A

and 58AA of the Companies act, 1956 and the

Companies (Acceptance of Deposits) Rules, 1975

with regard to the deposits, as the Company has

not accepted any deposits from the public.

7. In our opinion, the Company has an internal audit

system commensurate with the size and nature of

its business.

8. We have broadly reviewed the books of accounts

relating to materials, labours and other items of

cost maintained by the Company pursuant to the

Rules made by the Central Government for the

maintenance of cost records under Section 209 (1)

(d) of the Companies Act, 1956 and we are of the

opinion that prima facie the prescribed amounts

and records have been made and maintained.

9. (a) According to the records of the Company, the

Company is regular in depositing with

appropriate authorities undisputed statutory

dues including provident fund, investor

education protection fund, employees’ state

insurance, income-tax, sales-tax, wealth-tax,

custom duty, excise-duty, cess and other

statutory dues applicable to it.

(b) According to the information and explanations

given to us, no undisputed amounts payable

in respect of income-tax, wealth-tax, sales-

tax, custom-duty and excise duty were


27

outstanding, as at 31.03.2010 for a period of

more than six months from the date they

became payable.

10. The accumulated losses of the Company are not

more than fifty percent of its net worth. The Company

not incurred cash losses during the financial year

covered by our audit and the immediately preceding

financial year.


explanations given to us, the transactions made in

pursuance of contracts or arrangements entered in

the registers maintained u/s 301of the Companies

Act, 1956 and exceeding the value of five lakh

rupees in respect of any party during the year have

been made at prices which are reasonable having

regard to prevailing market prices at the relevant

time.

12. Based on our audit procedures and on the

information and explanations given by the

management, we are of the opinion that the

Company has not defaulted in repayment of dues

to the financial institutions, banks or debenture

holders.

13. Based on our examination of documents and

records, we are of the opinion that the Company is

not required to maintain any records, as the

Company has not granted any loans and advances

on the bases of security by the way of pledge of

shares, debentures and other securities.

14. We have been informed that the provisions of any

special statute applicable to Chit Funds, Nidhi’s,

Mutual Benefit Funds and Societies are not

applicable to the Company.

15. Based on our examination of the records and

evaluation of the related internal controls, we are of

the opinion that proper records have been

maintained of the transactions and contracts and

timely entries have been made in those records.

We also report that the Company is not having any

Investments in the shares, securities, debentures

and other securities.

16. The Company has not given any guarantee for loans

taken by others from bank or financial institutions.

17. The Company has not obtained any Term Loans.

18. The Company has not made any preferential

allotment of shares to parties and companies

covered in the register maintained under Section

301 of the Companies Act, 1956.

19. During the period covered by our Audit Report, the

Company has not issued any debentures. The

Company has not created any security in respect of

debentures issued.

20. That we have not to verify the end use of money as

no money was raised by public issues.

21. Based upon the audit procedures performed and

information and explanations given by the

management, we report that no fraud on or by the

Company has been noticed or reported during the

course of our audit.

For PVR-N & Co.


Sd/-


Partner

M. No. 82646

Place : New Delhi

Date : 5th May, 2010


28

BALANCE SHEET AS ON 31ST MARCH 2010

PARTICULARS SCHEDULE AS ON AS ON

31/03/2010 31/03/2009

SOURCES OF FUNDS

Shareholers’ funds

Share Capital 1 31,609,000 31,609,000Reserves & Surplus 2 801,857 640,602

Deferred Tax Liability 992,462 967,072

TOTAL 33,403,320 33,216,674

APPLICATION OF FUNDS

Fixed Assets

Gross Block 24,635,115 19,385,115Less: Depreciation 5,103,740 3,382,248

Net Block 3 19,531,375 16,002,867

Investments 4 - 2,429,044

Current Assets, Loans & Advances

Films/Albums 5 - 9,752,100Loans & Advances 6 2,600,000 3,807,500Sundry Debtors 7 - 7,550,604Other Current Assets 8 259,152 305,048Inventories 9 - 1,737,039Cash & Bank Balances 10 11,160,650 1,245,146

14,019,802 24,397,437

Less: Current Liabilities and Provisions 11 147,858 9,612,674

Net Current Assets 13,871,945 14,784,763

TOTAL 33,403,320 33,216,674

Accounting Policies & Notes on Accounts 17

As per our report of even date

For PVR-N & CO.

Chartered Accontants For and on Behalf of Board of Directors


Partner Sd/- Sd/- Sd/-M. No. 082646 Director Director Company Secretary



29

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS SCHEDULE AS ON AS ON

31/03/2010 31/03/2009

SOURCES OF FUNDS

INCOME

Sales 12 9,703,537 3,870,965Other Income 13 2,742,331 1,817,274

12,445,868 5,688,239EXPENDITURE

Purchases 9,494,731 3,741,841Personnel Expenses 14 479,643 541,303Administrative & Other Expenses 15 524,683 262,950Interest & Finance Charges 16 1,830 2,511Depreciation 3 1,721,492 1,027,107

12,222,379 5,575,712

Profit before taxation 223,489 112,527Less: Provision for TaxationCurrent Tax 36,844 12,626Deferred Tax 25,390 602,951Fringe Benefit Tax - 3,859

Balance Carried down 161,255 (-506909)

Earnings per share basic/diluted (Rs.) 0.05 (-0.16)

Accounting Policies & Notes on Accounts 17


For PVR-N & CO.






30

SCHEDULES OF FINANCIAL STATEMENTS AS ON 31ST MARCH, 2010

PARTICULARS AS ON AS ON

31/03/2010 31/03/2009

SCHEDULE-1

SHARE CAPITAL

AUTHORISED(25000000 Equity shares of Rs. 10/- each) 250,000,000 80,000,000(2000000 16% Redeemable cumulativepreference shares of Rs. 10/- each) - 20,000,000

250,000,000 100,000,000

ISSUED, SUBSCRIBED & PAID UP(3160900 Equity shares of Rs. 10/- 31,609,000 31,609,000each fully paid up)

31,609,000 31,609,000

SCHEDULE-2

RESERVES & SURPLUS

Opening Balance 640,602 1,147,511Add: Profit for the Year 161,255 (-) 506909

TOTAL 801,857 640,602

SCHEDULE-3

FIXED ASSETS

PARTICULARSDEPN

COST BLOCK DEPRECIATION BLOCK NET BLOCKRATE

AS ON ADDITIONS DELETION/ TOTAL DEP. UPTO FOR THE DELETION/ DEP. UPTO W.D.V AS W.D.V AS

31/03/2009 TRANSFER 31/03/09 YEAR TRANSFER 31/03/10 ON 31/03/10 ON 31/03/09

Computer 4.75% 380,012 - - 380,012 214,686 18,051 - 232,737 147,275 165,326

Furniture & Fixt. 6.33% 242,150 - - 242,150 205,474 15,328 - 220,802 21,348 36,676

Office Equipment 4.75% 297,557 - - 297,557 93,493 14,134 - 107,627 189,930 204,064

Films & albums 10.00% 16,725,389 5,250,000 21,975,389 2,868,595 1,673,979 - 4,542,574 17,432,814 13,856,794

Other Assets 0.00% 1,740,008 - - 1,740,008 - - - - 1,740,008 1,740,008

TOTAL 19,385,115 5,250,000 24,635,115 3,382,248 1,721,492 - 5,103,740 19,531,375 16,002,867

Prev. Year as

on 31/03/2009 12,398,391 6,986,724 - 19,385,115 2,355,141 1,027,107 - 3,382,247 16,002,867 10,043,250


31



31/03/2010 31/03/2009

SCHEDULE-4

INVESTMENTS50000 Equity Shares of Rs. 10/- each of - 500,000Ace Diagnostics & Biotech Ltd.(Unquoted, Market value uncertainable)63000 Equity Shares of Rs. 10/- each of - 630,000Ace Share Registry Pvt. Ltd.(Unquoted, Market value uncertainable)6100 Equity Shares of Rs. 8.04/- each of - 49,044Industrial Bank of India Ltd.(Unquoted, Market value uncertainable)12500 Equity Shares of Rs. 10/- each at - 1,250,000a premium of Rs. 90/- each ofShield Square Builders and Developers Pvt. Ltd.

TOTAL - 2,429,044

SCHEDULE-5

FILMS & ALBUMSBangla Movie - 4,502,100Hindi Movie - 5,250,000

TOTAL - 9,752,100

SCHEDULE-6

LOANS AND ADVANCES(Unsecured considered good)(advance recoverable in cash or in kind or 2,600,000 3,807,500for value to be received)

TOTAL 2,600,000 3,807,500

SCHEDULE-7

SUNDRY DEBTORS(Unconfirmed, Unsecured)-exceeding six months:considered good - --other debtsconsidered good - 7,550,604

TOTAL - 7,550,604

SCHEDULE-8

OTHER CURRENT ASSETST.D.S. 2007 259,152 259,152Vat - 45,895

TOTAL 259,152 305,048


32



31/03/2010 31/03/2009

SCHEDULE-9

INVENTORIES(At lower of cost or net realisable value) - 1,737,039

TOTAL - 1,737,039

SCHEDULE-10

CASH & BANK BALANCESCash in hand 1,677,298 1,237,873In Current account with scheduled banks 675,192 7,465In Current account with non-scheduled banks - (-)192Cheques Under Clearance 8,808,160 -

TOTAL 11,160,650 1,245,146

SCHEDULE-11

CURRENT LIABILITIES & PROVISIONSVAT Payable 50,891.58 -Expenses Payable - 24,412T.D.S. Payable 13,396 -Provisions for I. Tax 36,610 38,458Fringe Benefit Tax - 8,874PVR-N & Co. 24,817 -Salary Payable 22,143 -Sundry Creditors - 9,540,930

TOTAL 147,858 9,612,674

SCHEDULE-12

SALESFilms & Albums 9,703,537 3,870,965

TOTAL 9,703,537 3,870,965

SCHEDULE-13

OTHER INCOMEMisc. Income 1,844,431 1,817,274Profit on Sale of Investment 897,900 -

TOTAL 2,742,331 1,817,274

SCHEDULE-14

PERSONNEL EXPENSESStaff Salary 72,643 129,000Director’s Remuneration 407,000 408,000Staff Welfare - 4,303

TOTAL 479,643 541,303


33



31/03/2010 31/03/2009

SCHEDULE-15

ADMINISTRATIVE & GENERAL EXPENSES

Advertisement 25,787 13,657

Annual General Meeting Expenses 88,916 32,178

Annual Listing fees 67,564 10,000

Auditor’s Remuneration 27,575 16,500

Business Promotion - 4,087

CDSL Charges 6,618 4,495

Conveyance Expenses 27,700 9,616

Electricity Charges 12,080 17,510

Repairs and Maintenance 1,950 7,218

ROC Fees 9,000 -

Oil & Fuel Expenses - 25,903

Office Rent 66,000 72,000

Postage & Courier 2,127 8,674

Printing & Stationery 41,370 2,020

Professional Charges 120,000 10,000

R.T.A. Charges 13,236 15,672

Interest on FBT 458 -

Telephone Expenses 14,302 13,420

TOTAL 524,683 262,950

SCHEDULE-16

INTEREST & FINANCIAL EXPENSES

Bank Interest & Charges 1830 2511

TOTAL 1830 2511


34

SCHEDULE – 17

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

(1) SIGNIFICANT ACCOUNTING POLICIES:-

(a) FIXED ASSETS

Fixed Assets are recorded at cost of acquisition. They are stated at historical cost.

(b) DEPRECIATION

Depreciation on fixed assets is provided on straight line method in accordance with Section 205(2)(b) ofthe Companies Act, 1956, as per the rates specified in Schedule XIV to the Companies Act, 1956.Depreciation on leasehold assets is not provided in view of discontinuation of leasehold business. Albumsare amortized over the estimated useful life of the assets i.e., 10 years, on pro rata basis.

(c) INVESTMENTS

Investments are stated at cost of acquisition and all the investments are in the name of the company.

(d) REVENUE RECOGNITION

Revenue is recognized when there is reasonable certainty of its ultimate realization/ collection.

i) Sales – Domestic sales are recognized on dispatch/ on delivery of books/ software/ Music Cassettes/CD’s from sales office.

ii) Films – income will be recognized on its completion/ release and sale of rights thereof.

iii) Other Income – Other Income is accounted for on accrual basis.

(e) CONTINGENT LIABILITIES

These are disclosed by way of notes on the Balance Sheet. Provisions is made in the Accounts in respectof those liabilities which are likely to materialize after the year end till the finalization of accounts andmaterial effect on the position stated in the Balance Sheet.

(2) DEFERRED TAX LIABILITY/ASSET

In accordance with the requirements of Accounting Standard 22 i.e.“Accounting for taxes on income” issuedby “The Institute of Chartered Accountants of India”, the total deferred tax liabilities / asset as on 31.03.2010have been recognized in the following manner:

Deferred Tax Liability in respect of Depreciation Rs. 9,92,462

Deferred Tax Assets in respect of Brought Forward Losses andTax Credit u/s 115JAA of the Income Tax Act, 1961(i.e Minimum Alternate Tax Provisions) -

Deferred Tax Liability (Net Deferred Tax Assets) Rs. 9,92,462

(3) EARNING PER SHARE

The earnings considered in ascertaining the Company EPS comprises the net profit after tax and includes thepost tax effect of any extra ordinary items. The number of shares used in computing basic EPS is the weightedaverage number of shares outstanding during the year.

Particulars Year ended Year ended31st March 2010 31st March 2009

(a) Weighted average number of Equity Sharesoutstanding during the year 31,60,900 31,60,900

(b) Net profit after tax available for Equity Shares Holders (Rs.) 1,61,255 -5,06,909

(c) Basic and diluted Earning Per Share (Rs.) 0.05 -0.16

(d) Nominal value per Share (Rs.) 10 10


35

(4) SEGMENT INFORMATION

The Company is engaged in the business of production and trading of media, entertainment and books, whichconstitutes a single business segment, and accordingly, disclosures are not required under AS-17, issued by“The Institute of Chartered Accountants of India”.

(5) INTANGIBLE ASSETS (under development)

Expenditure incurred during development stages for albums, serial, films and for purchase of Films underproduction are carried forward under the head Films & Albums.

(6) Estimated amount of contracts remaining to be executed on Capital Account and not provided for NIL (Previousyear NIL)

(7) Payment to Auditors:

Particulars Current Year (Rs.) Previous Year (Rs.)

(a) As Auditor 12,500 11,000

(b) Other Services (Certification fees etc) 5,000 2,000

(c) Tax Audit Fees 7,500 3,500

Total 25,000 16,500

(8) Provision for Taxation has been made after taking into consideration carried forward losses and in accordancewith the provisions of Section 115JB of the Income Tax Act, 1961 (i.e. Minimum Alternate Tax Provisions).

(9) No provision has been made for gratuity as none of the employees of the company has completed the eligibletenure of the services as per the provisions of the Gratuity Act.

(10) Related Party Disclosures:

Key Management Personnel:

â Mr. Ved Prakash Narula Managing Director

â Mr. B. S. Goyal Director

Related Party Transactions:

Payment to Managing Directors’/ whole time director:

Particulars Current Year (Rs.) Previous Year (Rs.)

Directors Remuneration 4,07,000 4,08,000

Rent for Office Premises 66,000 60,000

(11) Corresponding figures of previous year have been regrouped and/ or rearranged to confirm with this year’sgrouping wherever found necessary.

(12) Expenditure in Foreign Currency : NIL


36

STATEMENT PURSUANT TO PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956.

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1) Registration Details

Registration No. : 17-14485

State Code : 17

Balance Sheet Date : 31.03.2010

2) Capital raised during the year (Amount in Thousands.)

Public Issue : NIL Right Issue : NIL

Bonus Issue : NIL Private Placement : NIL

3) Position of Mobilization and Development of Funds (Amount in Thousands)

Total Liabilities : 33,551.17 Total Assets : 33,551.17

Sources of Funds:

Paid up Share Capital : 31609 Reserve & Surplus) : 801.85

Secured Loan : NIL Unsecured Loan : NIL

Deferred Tax Liability : 992.46 Deferred Tax Asset : NIL

Application Of Funds

Net Fixed Assets : 19531.34 Investments : NIL

Net Current Assets : 13871.94 Misc. Expenditure : NIL

Accumulated Losses : NIL

4) Performance of The Company (Amount in Thousands)

Receipts/Turnover : 12445.68 Total Expenditure : 12222.38

Profit/Loss before Tax : 223.49 Profit/Loss after Tax : 161.25

Earning per Share : 0.05

Dividend Rate : NIL

Schedule forms an integral part of Accounts and have been duly authenticated.

In terms of our report of even date.

For PVR-N & CO.






37

CASH FLOW STATEMENT AS AT 31ST MARCH 2010

(Amount in Rs.)For the year ended For the year ended

on 31.03.2010 on 31.03.2009

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Interest Tax and Extra Ordinary Items 223,489 112,527Add: Adjustment For Depreciation 1,721,492 1,027,107

1,944,981 1,139,634Adjustment ForTrade & Other Receivable 18,556,100 9,550,495Trade & Other Payable -9,501,660 -2,508,287Inventories 1,737,039 -256,909Provision for Tax -16,485

Cash Flow before Extra-Ordinary Items 12,736,460 7,908,448Net Cash from Operating Activity (A)

B CASH FLOW FROM INVESTING ACTIVITIES

Increase of Fixed Assets (Net) -5,250,000 -6,986,724Decrease of Investment 2,429,044 -

Net cash used in Investing Activites (B) -2,820,956 -6,986,724

C CASH FLOW FROM FINANCING ACTIVITIES

Proceed from issue of Share Capital - -

Net cash generate in Financing Activities ( C) - -

Net Changes in Cash & Cash Equivalents (A+B+C) 9,915,504 921,725

Cash and Cash equivalent as at the commencement of Year 1,245,146 323,421Cash and Cash equivalent as at the end of the Year 11,160,650 1,245,146

9,915,504 921,725


For PVR-N & CO.



PartnerM. No. 082646 Director Director Company Secretary


We have examined the above Cash Flow Statement of Ace India Limited for the year ended on 31st March 2010.The Statement has been prepared by the Company in accordance with the requirements of AS-3 and in accordancewith the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report dated05.05.2010.

For PVR-N & CO.


Place : New Delhi CA Pradeep Kumar Jindal

Date : 05.05.2010 PartnerM. No. 082646


38

Revenue

Stamp

ACE INDIA LIMITEDRegd. Office : 10178/304A, Ravindera Plaza, Abdul Aziz Road, New Delhi-110005

PROXY FORM

I/We of

in the district of

being a member/members of the above named Company hereby appoint

of

of or failing him/her

of in the district of

as my/our proxy to vote for me/our behalf at the 16th Annual General Meeting of the Company to be held on Monday, June

14, 2010 at 10.00 a.m. at Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110002 or at any adjournment thereof.

Signed this day of 2010 Signature

Address

Folio No.

Note:

1. The Proxy need not be a member.2. The proxy to be valid should be duly stamped with a revenue stamp of Re. 1/- and executed by the Member and should

reach the Company's Registered Office at least 48 hours before the time of the meeting.

TEAR HERE

ACE INDIA LIMITEDRegd. Office : 10178/304A, Ravindera Plaza, Abdul Aziz Road, New Delhi-110005

ATTENDANCE SLIP

FOLIO NO. No. of Share held

I hereby record my presence at the 16th Annual General Meeting of the Company to be held on Monday, June 14, 2010 at 10.00

a.m. at Hindi Bhawan, 11, Vishnu Digambar Marg, New Delhi-110002 or at any adjournment thereof.

ALL PARTICULARS SHOULD CONFIRE WITH THAT OF COMPANY'S RECORD

Member's Name

(1st Joint Holder)

(2nd Joint Holder)

Father's Name

Complete Address

Proxy's Name

I certify that I am registered shareholders/proxy for the registered Shareholder of the Company.

Note :

1. Attendance Slip which is not complete in all respect shall not be accepted.2. Attendance Slip shall be handed over at the registration counter for obtaining entry coupon.3. Please note irrespective of number of Attendance Slip and/or proxies and joint holders, only one refreshment coupon and

one entry coupon shall be given to each person.4. NO GIFTS WILL BE DISTRIBUTED AT THE AGM.

Signature of Member/Proxy

$$

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