NOTE: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A

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4 NOTE: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. PROXY FORM AND ATTENDANCE SLIP ARE ENCLOSED, PROXIES IN ORDER TO BE VALID MUST REACH AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the business under items 4 and 5 set out above is annexed hereto 4. The Register of Members and Share Transfer Books of the Company will remain closed from 21st August 2012 to 23rd August 2012 (both the days inclusive.) 5. Members are requested to notify immediately changes in their respective address, if any, to the Company's Registered Office quoting their Folio No. 6. Members who hold shares in the Dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the Annual General Meeting. 7. Brief profile of the Director who is proposed to be appointed / re-appointed is given as Additional Information on Directors, which part of the Notice. 8. Members / Proxies should bring their copy of the Annual Report and also the attendance slip duly filled in for attending the meeting. 9. The Company has made necessary arrangements for the Members to hold their shares in dematerialized form. Those members who are holding shares in physical form are requested to dematerialize the same by approaching any of the Depository Participants (DPs). In case any member wishes to dematerialize his/her shares and needs any assistance, he/she may write to the Company at the Registered office the company. ANNEXURE TO THE NOTICE: Explanatory Statement (Pursuant to Section 173(2) of the Companies Act, 1956) The following Explanatory Statement sets out the material facts relating to the business under items 4, 5 and 6 of the accompanying Notice: Item No. 4 Mr. Anoop Garg was appointed as an Additional Director by the Board of Director w.e.f. 6th March, 2012 in accordance with the provisions of Section 260 of the Companies Act, Pursuant to Section 260 of the Companies Act, 1956 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing his candidature for appointment as Director of the Company in accordance with the provisions of Section 257 and all other applicable provisions of the Companies Act, The Board feels that presence of Mr. Anoop Garg on the Board is desirable and would be beneficial to the company and hence recommend aforesaid resolution for adoption. The board recommends the above resolution for your approval None of the Directors, except Mr. Anoop Garg is concerned or interested in this resolution. Item No. 5 The Authorised Share Capital of the company presently stands at Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each. It is desirable to increase Authorised capital in turn to increase the paid up capital in proper ratio. It is therefore considered advisable to increase the Authorised Share Capital of the company from Rs. 5,00,00,000/- to Rs. 10,00,00,000/- by creation of further Equity shares of 50,00,000 of Rs. 10/- each which will rank pari passu in all respects with the existing Equity Shares in the company. Consequent upon the increase in Authorised Capital of the Company its Memorandum and Articles of Association requires alteration so as to reflect the increase in the Share Capital. The board recommends the above resolution for your approval None of the Directors is interested in the above resolution. Item No. 6 It is considered that in order to improve the strength of the company and for the sake of revival it is necessary to infuse funds to achieve the long term growth of the company. Hence the issue of securities to the investors will strengthen the capital base, and will also lead to substantial increase in net worth and commercial viability of the company. Objects of the Issue through Preferential offer is given as under:- In order to financially revive the company, it is essential to infuse phase-wise funds to the tune of Rs Lacs. The company plans to utilize the funds for following objectives: Vertically integrate by acquisition of stake in "Hygine Wear International Limited." Diversify in to construction and infrastructure related activities. To meet long term working capital requirements of Company. To enhance brand image of company by investment in to brand building exercises. In order to achieve the above objectives and strengthen its business model, the company plans to augment long term resources of near about Rs. 20 Crores. For this purpose and for general corporate purposes, as may be decided by the Board in the best interest of the company, it is proposed to issue 80,00,000 warrants entitling to apply for equity shares of company to certain Director and to certain other individual, corporate body, institutional investors as details given below on a preferential allotment basis, in terms of the Regulations for Preferential Issues contained in Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, including any statutory modification or re-enactment thereof for the time being in force. The details of the issue and other particulars as required in terms of the Preferential Issue Regulations are given as under: 1. Securities to be issued: The resolution set out in the accompanying Notice is an enabling resolution, entitling the Board to issue warrants entitling to apply for equity shares as may be deemed appropriate in the best interest of the Company. 02

5 2. Pricing of the Equity Shares / Warrants: Each equity share of the face value of Rs. 10, including the equity shares arising out of the exercise of option attached to warrants, shall be issued at a price not being less than Rs. 27 (including a premium of Rs.17) per equity share. 3. Terms of Warrants: The Board may allot warrants at a price not being less than Rs. 27 per warrant, which will entitle the holder to subscribe for one equity share of the face value of Rs.10, at a price not being less than Rs. 27 (including a premium of Rs. 17) per equity share of the Company against each warrant. An amount, as may be decided by the Board of Directors, not being less than 25% of the issue price (i.e. Rs per warrant) shall be payable upon subscription of the warrants. The warrants would be allotted on the following terms: The holder of warrants will have an option to apply for and be allotted 1 (one) equity share of the Company per warrant any time after the date of allotment but on or before the expiry of 18 months from the date of allotment, in one or more tranches. In this connection, either the Company or the warrant holder will give an advance notice of at least ten days calling upon the other party to exercise / avail the aforesaid option specifying the number of warrants. The warrant holders will be liable to make the payment of balance sum per warrant for such number of warrants within 10 days of the service of the notice. Upon receipt of the payment as above, the Board (or a Committee thereof) shall allot one equity share per warrant by appropriating Rs.10 towards equity share capital and the balance amount paid against each warrant, towards the securities premium. If the entitlement against the warrants to apply for the equity shares is not exercised within the period specified in the notice referred hereinabove, the entitlement of warrant holders to apply for equity shares of the Company along with the rights attached thereto shall expire and any amount paid on such warrants shall stand forfeited. The warrant by itself do not give to the holder(s) thereof any rights of the shareholders of the Company. The equity shares issued as above shall rank pari passu in all respects with the then existing equity shares of the Company. The warrants and equity shares shall be subject to the Memorandum and Articles of Association of the Company. 4. Lock-in: The warrants issued under the above Preferential Issue shall not be assignable or transferable. The shares allotted on exercise of warrants would be locked for a period of one year from the date of allotment of shares. Undertakings: (i) The Issuer Company undertakes that they shall re-compute the price of the Equity Shares in terms of the provision of SEBI (ii) (ICDR) Regulations, 2009, where it is required to do so. The Issuer Company undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations, 2009, the Equity Shares shall continue to be locked-in till the time such amount is paid by the allottees. 5. Particulars of Subscribers & Intention of Promoters / directors / Key Managerial Persons to Subscribe the Offer : Mr. Anoop Garg, Director of Company has shown his intent to subscribe up to 7,00,00 warrants under the preferential offer. The Details of subscribers of the said preferential issue are given as below: S. No. Name of Proposed Subscriber 1 ANOOP GARG Director & Non Promoter NARESH BHARGAVA & ALKA BHARGAVA Non Promoter PRAMOD CHAND MAHNOT HUF Non Promoter VIVEK LODHA & VIJETA LODHA Non Promoter VIGYAN LODHA & POORVI LODHA Non Promoter PRAMOD CHAND MAHNOT & RAJ MAHNOT Non Promoter V-CUBE VENTURES PRIVATE LIMITED Non Promoter NARESH BHARGAVA & RANJANA BHARGAVA Non Promoter SANTOSH BHANSALI HUF Non Promoter DIGVIJAY DHABRIYA Non Promoter ARUNA GATTANI & VAIBHAV GATTANI Non Promoter SUNITA GUPTA Non Promoter GIRISH KUMAR SHARDA (HUF) Non Promoter HARMINDER SINGH BHATIA Non Promoter HARMINDER SINGH GOKUL SINGH BHATIA HUF Non Promoter NARENDRA JINDAL Non Promoter BELA JINDAL Non Promoter SHUBHAM JINDAL Non Promoter N. K. JINDAL & SONS (HUF) Non Promoter DEEPAK GUPTA Non Promoter VINAY GUPTA Non Promoter SUBHASH CHAND BANSAL (HUF) Non Promoter GAURAV JALAN Non Promoter Category Pre issue Holding (No. of Shares) No. of Warrants % of post issue (After Conversion of warrants into Equity Shares)

6 S. No. Name of Proposed Subscriber Category Pre issue Holding (No. of Shares) No. of Warrants % of post issue (After Conversion of warrants into Equity Shares) 24 RAVI ARORA Non Promoter RAVI ARORA (HUF) Non Promoter ARUN ARORA Non Promoter ARUN ARORA (HUF) Non Promoter POOJA ARORA Non Promoter SANGEETA ARORA Non Promoter RAJ MUTNEJA Non Promoter NAILESH SWARUPCHAND MEHTA Non Promoter RAJKUMAR GULAB CHAND LADNIYA Non Promoter SUNIL GOEL Non Promoter NANDKUMAR SIKSERIYA Non Promoter REETA SIKSERIYA Non Promoter HARSH SIKSERIYA Non Promoter NALINI SIKSERIYA Non Promoter TARUN SIKSERIYA Non Promoter BAHAR SIKSERIYA Non Promoter POOJA SIKSERIYA Non Promoter MANOJ D. PEETY Non Promoter ALKESH D. PEETY Non Promoter KUSHAGRA AGRAWAL Non Promoter MANISH NAYANSUKH GANDHI Non Promoter SHRIRAM SINGH & NAMRATA S. SINGH Non Promoter RAM KISHORE JALAN Non Promoter VARINDER PAL SINGH KANDHARI Non Promoter NEENA KANDHARI Non Promoter SUNIL KUMAR BHALA (HUF) Non Promoter TOTAL 80,00, Shareholding Pattern: The Shareholding pattern giving present position as also considering full allotment of equity shares arising out of securities issued as above is given as below: Category of shareholders Pre-offer Holdings (Nos.) Pre-offer Holding (%age) Post offer Post offer holdings (Nos.) holdings (%age) 1) Promoters Holding ) Institutional Investors a) Mutual Funds & UTI b) Banks, FI, FIIs, ) Private Corporate Bodies ) Indian Public ) Directors & Relatives and Clearing Members TOTAL 20,00, ,00,00, Consequential Changes in voting Rights: Voting rights will change in tandem with the shareholding pattern. 8. Change in Control: Pursuant to this preferential offer, No change in control is proposed. 9. Completion of Allotment: The allotment of the Equity Shares being issued on preferential basis is proposed to be made within 15 days from the date of passing of the resolution by the Members, provided that where the allotment on preferential basis is pending on account of pendency of any approval for such allotment by any regulatory authority or the Central Government, the allotment shall be completed with in 15 days from the date of receipt of such approval. Your Directors recommend the above Resolution for your approval. None of the Directors, except Mr. Anoop Garg is concerned or interested in this resolution. Place: Mumbai Dated: 23/07/2012 By Order of the Board of Directors For : CENTRON INDUSTRIAL ALLIANCE LIMITED sd/- Anoop Garg Director 04

7 REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR ENDED TO THE MEMBERS OF CENTRON INDUSTRIAL ALLIANCE LIMITED st Your Directors wish to submit the Sixtieth Annual Report and Audited Accounts for the year ended 31 March, Financial Results: Particulars Fiscal 2012 Fiscal 2011 Profit/ (Loss) (Before charging Depreciation and tax) Depreciation for the year Net operating Profit/ (Loss) Short Provision of earlier years' Tax (Rs. in Lacs) Income Tax Adjustments relating to previous years (Net Debit) / Net Credit Profit/ (Loss) carried to Balance sheet Operating Results : The total income of the Company for the year ended was Rs.35.81lacs resulting into profit of Rs.5.16 Lacs. st As reported earlier, the Company has ceased its manufacturing operations with effect from 1 August, The th Company closed its factory with effect from 29 November, 2007 after giving Statutory Notice of Closure under Industrial Disputes Act, 1947 to Govt. of Maharashtra and all dues of the workers were settled. The Company also settled all the dues of the staff at the Registered Office of the Company barring that of few managers/officers. DEMAT of Company's Equity Shares : To facilitate trading on Bombay Stock Exchange, Central Depositories Services (India) Ltd. (CDSL) have admitted the Company's Equity Shares for DEMAT vide ISIN INE450L Director's Responsibility Statement : As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Director's Responsibility Statement and confirm as under: 1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. That the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period; 3. That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. That the directors have prepared the annual accounts on a going concern basis. Directors : Shri G.S.Mathur Managing Director of the company reigns form board of company with effect from 30 April 2012 after tenure lasting more than 28 years. The board acknowledge and place on record its deep appreciation for the contribution made by Shri G.S.Mathur as an Managing Director of the of the company. Shri Dilip Shantaram Dahanukar, retires by rotation and he do not offer himself for re-appointed, Your Directors recommend that vacancy so caused be not filled up. - 05

8 th Mr. Anoop Garg was appointed as Additional Director on the Board of Directors of the Company with effect from 6 March, 2012 and he holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as Director of the Company. Your Directors recommend the appointment of Mr. Anoop Garg as Director of the Company. Future Plans : In the past, the Company has discontinued its safety razor blade business. The company has now plans to revive itself and has plan to raise approximate Rs Lacs by issuing warrants convertible in to equity shares to interested investors on preferential allotment basis. The company plans to utilize the funds for following objectives: Auditors : Vertically integrate by acquisition of stake in Hygine Wear International Limited. Diversify in to construction and infrastructure related activities. To meet long term working capital requirements of Company. To enhance brand image of company by investment in to brand building exercises. th M/s. S. Jain Bohra & Co. Chartered Accountants, retire at the conclusion of 60 Annual General Meeting. Directors hereby recommend their reappointment. Auditors Report : The observations made in the Auditor's Report vide serial no. 4 of their report to the members of the Company regarding notes no. B-2, B-4, B-6, B-7 & B-8 of Notes on Accounts are self explanatory. Disclosure on Conservation of Energy & Technology Absorption etc : The relevant details on conservation of energy, technology absorption and foreign exchange earnings and outgo being nil and hence not given since the factory is closed in November Particulars of Employees : The provisions of Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended are not applicable to the Company. For and on behalf of the Board of Directors sd/- (Anoop Garg) Director Mumbai, rd 23 July, 2012 sd/- (A.G. Joshi) Director 06

9 CIN No: L28931MH1949PLC Nominal Capital: Rs. 5,00,00,000/- Paid up Capital: Rs. 2,00,00,000/- To, The Members, CENTRON INDUSTRIAL ALLIANCE LIMITED Office No. 708 & 709 Peninsula Plaza, A-16, Veera Industrial Estate, Off New Link Road, Andheri (W) Mumbai COMPLIANCE CERTIFICATE CENTRON INDUSTRIAL ALLIANCE LIMITED I have examined the registers, records, books and papers of CENTRON INDUSTRIAL ALLIANCE LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and the Articles of Association of the company for the financial year ended on 31st March In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. the company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded. 2. the company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder. 3. the company, being a Public Limited Company, comments are not required. 4. the Board of Directors duly met 12 (Twelve) times on , , , , , , , , , , and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. the company closed its Register of Members and Share Transfer Books on and necessary compliance of section 154 of the Act has been made. 6. the Annual General Meeting for the Financial Year ended on 31st March 2011 was held on 27th September 2011 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. no Extra Ordinary General Meeting was held during the Financial Year. 8. no loan was given to any Director and/or persons or firms or companies referred to in Section 295 of the Act and hence the question of compliance of Section 295 of the Act does not arise. 9. the company has not entered into any contracts in which Directors are interested and to which the provisions of Section 297 of the Act apply and hence the question of compliance of the said Section does not arise. 10. the company has made the necessary entries in the Register maintained under Section 301 of the Act. 11. no appointments were made to which the provisions of Section 314 are applicable and hence the question of obtaining necessary approvals from the Board of Directors, Members, and previous approval of the Central Government pursuant to Section 314 of the Act wherever applicable does not arise. 12. the Board of Directors or duly constituted Committee of Directors has approved the issue of duplicate share certificates. 13. the company has: a. not allotted/transferred/transmitted any securities during the Financial Year, hence the question of delivering the certificates on allotment of securities and on lodgement thereof for transfer/ transmission or any other purpose in accordance with the provisions of the Act does not arise. b. not declared any dividend including interim dividend and hence the question of depositing the same in a separate bank account does not arise. c. not declared any dividend during the financial year. Hence, it was not required to post any warrants to any member of the company. 07

10 d. not transferred any amount to Investor Education and Protection Fund as there are no amounts under the heads 'Unpaid Dividend Account', 'application money due for refund', 'matured deposits', 'matured debentures' and interest accrued thereon which have remained unclaimed or unpaid for a period of seven years. e. duly complied with the requirements of Section 217 of the Act. 14. the Board of Directors of the company is duly constituted and the Appointment of Additional Directors have been duly made. 15. Appointment of Managing Director has been made in compliance with the provisions of Section 269 read with Schedule XIII to the Act. 16. no appointment of Sole-Selling Agents was made and hence the question of compliance of the relevant provisions of the Act does not arise. 17. there was no transaction during the Financial Year for which approval of the Central Government, Company Law Board, Regional Director, Registrar of Companies, or such other authorities as may be prescribed under the various provisions of the Act was required. 18. the Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. 19. the company has not issued any shares/debentures/other securities during the Financial Year and hence the question of compliance of relevant provisions of the Act does not arise. 20. the company has not bought back any shares during the Financial Year ending 31st March 2012 and hence the question of compliance of applicable provisions of the Act does not arise. 21. the company has not redeemed any preference shares/debentures during the year and hence the question of complying with the provisions of the Act does not arise. 22. there were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares, hence the question of compliance of applicable provisions of the Act does not arise. 23. the company has not invited/accepted any Deposits during the period under review and hence the question of complying with the provisions of sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975/the applicable directions issued by the Reserve Bank of India/any other authority in respect of deposits accepted including unsecured loans taken, does not arise. 24. the company has not made any borrowings during the financial year ended 31st March, the company has not made loans and investments, or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. the company has not altered the provisions of the Memorandum of Association with respect to situation of company's Registered Office from one State to another during the year under scrutiny and hence the question of complying with the relevant provisions of the Act does not arise. 27. the company has not altered the provisions of the Memorandum of Association with respect to the objects of the company during the year under scrutiny and hence the question of complying with the relevant provisions of the Act does not arise. 28. the company has not altered the provisions of the Memorandum of Association with respect to the name of the company during the year under scrutiny and hence the question of complying with the relevant provisions of the Act does not arise. 29. the company has altered the provisions of the Memorandum of Association with respect to the Share Capital of the company during the year under scrutiny and complied with the relevant provisions of the Act except that Form No. 5 in this regard has not been filed. 30. the company has altered its Articles of Association during the year under review after complying with the relevant provisions of the Act. 31. no prosecution was initiated against or show cause notices received by the company for alleged offences under the Act and no fines and penalties or any other punishment was imposed on the company. 32. the company has not received any amount as security from its employees during the year under certification and hence the question of depositing them as per the provisions of Section 417(1) of the Act does not arise. 33. the company has deposited both the employee's and employer's contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act. Place : Mumbai Date : sd/- (Ajay Kumar) C. P. No

11 Annexure A Statutory Registers as maintained by the company : 1. Register of charges u/s 143(1). 2. Register of Members u/s 150(1). 3. Minutes Books of Board of Directors u/s 193(1). 4. Minutes Books of Proceedings of General Meeting u/s 193(1), & 196(1). 5. Books of accounts u/s Register of Contracts, with Directors, Companies and Firms in which Directors are interested u/s 301(1), (3). 7. Register of Managing Directors, Manager, Secretary and Directors, u/s 303(1) & 304(1). 8. Register of Director's shareholdings u/s 307(1), (5). Statutory Registers Not maintained by the company since there were no entries / transactions to be recorded therein : 1. Register of investment in shares or securities not held in the name of company u/s 49(7) & 49(8). 2. Register of destruction of Records/Documents pursuant to Rule 4 of Companies (Preservation & Destruction of Records) Rules, Index of Members under section Register of Debenture-holders u/s 152(1). 5. Foreign Register of Members and Debenture-holders u/s 157(1). 6. Register of Buy-back of shares u/s 77A(9). 7. Register of investment or loans made u/s 372A. 8. Register of Renewed and Duplicate Certificates under Rule 7 of the Companies (Issue of Share Certificates) Rules, Register of Deposits under rule 7 of Companies (Acceptance of Deposits) Rules 1975 Annexure B Forms and Returns as filed by the company with Registrar of Companies, Regional Director, Central Government, or other authorities during the Financial Year ending 31st March Balance Sheet as at filed on u/s Annual Return made upto filed on u/s Compliance Certificate for the year ended filed on u/s 383A. 4. Form No. 23 dated filed on u/s 192 for Alteration of Memorandum & Articles of Association. 5. Form No. 32 dated filed on u/s 303(2) for Appointment of Mr. Vikram Amin as Additional Director. 6. Form No. 32 dated filed on u/s 303(2) for Change in Designation of Mr. Vikram Amin as Director. 7. Form No. 32 dated filed on u/s 303(2) for Cessation of Mr. G. S. Mathur as Managing Director. 8. Form No. 32 dated filed on u/s 303(2) for Appointment of Mr. G. S. Mathur as Managing Director. 9. Form No. 23 dated filed on u/s 192 for Re-appointment of Mr. G. S. Mathur as Managing Director. 10. Form No. 25C dated filed on u/s 269(2) for Re-appointment of Mr. G. S. Mathur as Managing Director. 11. Form No. 18 dated filed on u/s 146 for Shifting of Registered Office. 12. Form No. 18 dated filed on u/s 146 for Shifting of Registered Office. 09

12 AUDITORS' REPORT TO THE MEMBERS st 1. We have audited the attached Balance Sheet of CENTRON INDUSTRIAL ALLIANCE LIMITED, as at 31 March, 2012 and the related Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the management of the Company. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles 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, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order ), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956 of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 4. Further to our comments in the annexure referred to above, we report that: I. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. ii. 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. iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement iv. with the books of account of the company. In our opinion, except as stated in Para 4 (vi) (c) below, the attached Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable. v. On the basis of the written representations received from the Directors, and taken on record by the Board of Directors, st we report that none of the Directors is disqualified as on 31 March, 2012 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, vi We invite attention to : (a) Notes No. 21 (2) of Notes on Financial Statements regarding preparation of accounts of the company on going concern basis for the reasons stated therein. (b) Note no. 21 (4) of Notes on Financial Statements regarding non-recognition of Rs lacs on account of disputed dues payable to credit society resulting in the loss for the year and the Sundry Creditors being understated to that extent. (c) Note No. 21(6) of Notes on Accounts on Financial Statements regarding non-provision of Rs.0.06 lacs on account of dues payable to a creditors as per decree of The Honourable Court of Civil Judge Senior Division Jalna resulting in the loss for the year and the Sundry Creditors being understated to that extent. (d) Note No. 21 (7) of Notes on Financial Statements regarding non-provision of Rs.4.91 lacs on account of interest on delayed payment as required under Small Scale & Ancilliary Industrial Undertaking Ordinance 1993 resulting in the loss for the year and the Sundry Creditors being understated to that extent. (e) Note No. 21 (8) of Notes on Financial Statement regarding non Transfer Transfer of Rs lacs to investor Education and Protection Fund for the reason stated therein; 5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, subject to our observations in Para 4 (vi) above and read together with the notes thereon, give in the prescribed manner the information required by the Companies Act, 1956 and also give a true and fair view in conformity with the accounting principles generally accepted in India: st (a) in the case of the Balance Sheet, of the state of the Company's affairs as at 31 March, 2012; (b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. For S. JAIN BOHRA & CO. CHARTERED ACCOUNTANTS sd/- R. C. BOHRA PARTNER M.NO FIRM REGD. NO W PLACE : MUMBAI rd DATED : 23 July,

13 ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE We further report that : 1 (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets other than furniture and fixtures. (b) As explained to us, all the assets have been physically verified by the management at reasonable interval during the year, however in the absence of book records of furniture and fixtures the differences, if any between book records and physical verification could not be ascertained. (c) As per the information and explanation given to us, the Company has not disposed of substantial part of it's other fixed assets during the year. 2 During the year, the company held no stock of inventories and hence no physical verification has been conducted during the year. 3 According to the books of account and records produced before us, the company has neither granted nor taken any loan, secured or unsecured to and from companies, firms or other parties covered in the register maintained under section 301 of the companies act, Accordingly, the clauses 4 (iii) (b) to (d) of the order are not applicable. 4 During the year the company has not purchased any stores, raw materials including components, plant and machinery, equipment and other similar assets nor has it sold any goods during the year and hence, in our opinion, clause 4 (iv) of the order in respect of purchase and sale of good in not applicable. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control. 5 In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register maintained under section 301 of the companies act, Accordingly, the clause 4 (v) (b) of the order is not applicable. 6. The Company has not accepted any deposits from the public in terms of Section 58A, of the Companies Act, 1956 and the rules framed there under. In respect of deposit accepted prior to 1976, the company has made repayment according to the Scheme of Arrangement sanctioned by the Bombay High Court, and there are no outstanding deposit at the year end except as stated in Note No. 21 (8) of notes on Financial Statements. 7. There has been no internal audit carried out during the year. 8. The Company has not carried out any manufacturing activity during the year and hence, in opinion, clause 4 (viii) of required of the order in respect of maintenance cost records as required under section 209 of the Companies Act, 1956 is not applicable. 9. (a) There has been no delay observed during the year in making statutory payments, (b) As per the explanation and information given to us, there are no dues pending in disputes as on other than those stated below : Name of Statute Nature of Amount Dues Authority where pending Securities and Compounding Rs /- The Adjudicating Authority Exchange Charges Securities and Exchange Board of India Board of India. Regulation Act, The accumulated losses at the end of the financial year of the company are more than 50% of its net worth. The It has not incurred any cash losses in the Financial Year ended on that date but company has incurred cash loss during the previous financial year to the extent of Rs.4,00,896/- 11 The Company has not borrowed any sums from financial institution and debentures holders and hence clause 4 (xi) of the order is not applicable to company. 12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13 The Company is not a chit fund or nidhi / mutual benefit fund / society, therefore the clause 4 (xiii) of the order is not applicable to the company. 14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. 15. As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution. 16. The company has not taken any term loan during the year. 11

14 18. The Company has not made any preferential allotment of shares to any party. 19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable to the company. 20. The company has not raised any funds through public issue during the year. 21. Based upon the audit procedures performed and on the basis of information and explanation provided 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 S. JAIN BOHRA & CO. CHARTERED ACCOUNTANTS 17. In our opinion, the company has not used funds raised for short term purposes for long term investments and viceversa. sd/- R. C. BOHRA PARTNER M.NO FIRM REGD. NO W PLACE : MUMBAI rd DATED : 23 July,

15 CENTRON INDUSTRIAL ALLIANCE LIMITED Balance Sheet as at 31st March, 2012 Particulars Note No. As at 31 March, 2012 RUPPES As at 31 March, 2011 RUPPES A EQUITY AND LIABILITIES 1 Shareholders funds (a) Share capital 2 20,000,000 20,000,000 (b) Reserve & Surplus 3 (20,643,514) (21,182,521) (643,514) (1,182,521) 2 Non Current Liabilities (a) Long Term Borrowings 4 7,691,480 7,691,480 (b) Other Long Term Liabilities 5 165, ,215 (c) Long Term Provisions 6 25,000 25,000 7,881,695 7,881,695 3 Current liabilities (a) Other Current Liabilities 7 124,189 1,456,176 (b) Short Term Provisions 8 125,000 2,527, ,189 3,983,176 TOTAL 7,487,370 10,682,350 B ASSETS 1 Non-current assets (a) Fixed assets 9 (i) Tangible assets 118, , , ,686 (b) Non-Current Investments 10 13,930 13,930 (c) Long Term Loans & Advances 11 4,405,269 4,405,269 4,419,199 4,419,199 2 Current assets (a) Trade receivables 12 2,719,228 8,717 (b) Cash and cash equivalents ,546 3,401,421 (c) Other Current Assets 14 40,000 2,708,327 2,949,774 6,118,465 TOTAL 7,487,370 10,682,350 See accompanying notes forming part of the financial statements 1 to 21 As per our report of even date attached For S. JAIN BOHRA & CO. Chartered Accountants Regd. No W sd/- R. C. BOHRA Partner Membership No Place : Mumbai Date : 23rd July, For and on behalf of the Board of Directors sd/- sd/- sd/- sd/- Anoop Garg A. G. Joshi Dr. Ulhas Gaoli Vikram Amin (Director) (Director) (Director) (Director)

16 CENTRON INDUSTRIAL ALLIANCE LIMITED Statement of Profit and Loss for the year ended 31st March, 2012 Particulars Note No. As at 31 March, 2012 RUPPES As at 31 March, 2011 RUPPES A INCOME 1 Revenue from operations ,325 8,382 2 Other income 16 3,045,524 1,904,058 Total revenue 3,580,849 1,912,440 B EXPENSES (a) Change in investories of Finished 17 Goods Stock-in-Process and stock in Trade - 8,382 (b) Employees benefit expenses 18 1,281, ,737 (c) Other Expenses 19 1,561,317 1,015,758 (d) Payment to Auditors 20 70,000 81,430 (e) Depreciation 9 26,289 30,471 Total expenses 2,939,507 1,777,778 Profit / (Loss) before Tax 641, ,662 Tax Expenses - Current Tax 125,000 25,000 Excess Provision for tax adjustments in respect of earlier years 22,665 - Profit / (Loss) for the year 539, ,662 Earnings per equity share of Rs.10/- each (in Rupees) : Basic and Diluted Significant Accounting Policies Notes on Financial Statements 1 to 21 As per our report of even date attached For S. JAIN BOHRA & CO. Chartered Accountants Regd. No W sd/- R. C. BOHRA Partner Membership No Place : Mumbai Date : 23rd July, 2012 For and on behalf of the Board of Directors sd/- sd/- sd/- sd/- Anoop Garg A. G. Joshi Dr. Ulhas Gaoli Vikram Amin (Director) (Director) (Director) (Director) 14

17 CENTRON INDUSTRIAL ALLIANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2012 Particulars RUPEES RUPEES A CASH FLOW FROM OPERATING ACTIVITIES : NET PROFIT BEFORE TAX 641, ,662 Adjustment for : Depreciation (Net) 26,289 30,471 Interest income (44,312) (568,779) Dividend income (636) (636) Extra compensation received from sale of land which was sold in earlier year (3,000,000) - OPERATING PROFIT (2,377,317) (404,282) BEFORE WORKING CAPITAL CHANGES Adjustment for Other Current Liabilites (1,331,987) - Trade payables - (2,892,940) Short Term Provisions (2,402,000) - Loans & Advances (3,672,655) Investment - 2,500,000 Trade receivable (2,710,511) (8,717) Inventories - 8,381 Other Current Assets 2,668,327 - CASH GENERATED FROM OPERATIONS : (6,153,488) (4,470,213) Income tax (Excess Provision) (102,335) (25,000) CASH FLOW BEFORE EXTRAORDINARY ITEMS (6,255,823) (4,495,213) CASH FLOW AFTER EXTRAORDINARY ITEMS (A) (6,255,823) (4,495,213) B. CASH FLOW FROM INVESTING ACTIVITIES : Interest Received 44, ,779 Dividend Income Extra compensation received from sale of land which was sold in earlier year 3,000,000 - NET CASH USED IN INVESTING ACTIVITIES (B) 3,044, ,415 C. CASH FLOW FROM FINANCING ACTIVITIES : Secured Loan paid - - Unsecured Loan paid - - NET CASH USED IN FINANCING ACTIVITIES (C) - - NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (3,210,875) (3,925,798) CASH AND CASH EQUIVALENTS AS AT (opening balance) 3,401,421 7,327,219 CASH AND CASH EQUIVALENTS AS AT (closing balance) 190,546 3,401,421 This is the Cash Flow statement referred to in our Report of even date to to As per our report of even date attached For S. JAIN BOHRA & CO. Chartered Accountants Regd. No W sd/- R. C. BOHRA Partner Membership No Place : Mumbai Date : 23rd July, 2012 For and on behalf of the Board of Directors sd/- sd/- sd/- sd/- Anoop Garg A. G. Joshi Dr. Ulhas Gaoli Vikram Amin (Director) (Director) (Director) (Director) 15

18 NOTE NO.1 CENTRON INDUSTRIAL ALLIANCE LIMITED Notes on Financial Statements for the year ended 31st March, 2012 A SIGNIFICANT ACCOUNTING POLICIES : Note No. I. BASIS OF ACCOUNTING : The financial statements are prepared in conformity with Generally Accepted Accounting Principles in India, the applicable Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and the other relevant provision of the Companies Act, The Accounts have been prepared on the basis of historical cost. The company follows the mercantile system of accounting for recognizing income and expenditure on accrual basis. II. USE OF ESTIMATES : The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual and estimates are recognized in the period in which the results are known / materialized. III. REVENUE RECOGNITION : Income and Expenditure are recognized and accounted on accrual basis. IV. FIXED ASSETS : Tangible Assets : Fixed Assets are recorded at cost of acquisition or construction / erection including taxes, duties, freight and other incidental expenses related to acquisition and installation. Interest incurred during construction period on borrowings to finance qualifying fixed assets is capitalized. Fixed Assets which are not in active use are scrapped and written off. V. DEPRECIATION : W.e.f. F. Y Depreciation on all fixed assets has been provided on written down method. The rates at which depreciation is provided are as prescribed by Schedule XIV to the Companies Act VI. INVESTMENTS : Investments are all long-term and are stated at cost of acquisition and related expenses. VII. TAXATION Current Tax is determined as the amount of tax payable to the taxation authorities in respect of taxable income for the period. 2 SHARE CAPITAL Particulars a) Authorised Share Capital : As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES 5,000,000 (P.Y. 27,50,000) Equity Shares of Rs.10/- each 50,000,000 27,500,000 Nil (P.Y. 2,50,000) Unclassified Shares of Rs.10/- each - 2,500,000 Nil (P.Y. 20,00,000) 10% Cumulative Preference - 20,000,000 Shares of Rs.10/- each 50,000,000 50,000,000 b) Issued Subscribed and Paid up : 20,00,000 (P.Y. 20,00,000) Equity Shares of Rs.10/- 20,000,000 20,000,000 each fully paid up 20,000,000 20,000,000 16

19 d) Details of shareholder holding more than 5% share Name of the Entity No. of Shares As at 31st March 2012 % of Holding No. of Shares As at 31st March 2011 % of Holding Malhotra Global Exim Pvt.Ltd , % Anjali Talwar 107, % 107, % Arihant Capital Market Ltd. 192, % 280, % Clients Account Renuka Mahajan 106, % 106, % Kiran Kapur 109, % 109, % Note No. c) The Company has one only class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be proportional to the number of equity shares held by the shareholders. e) There is no change in issued and Subscribed share capital during the year. Particulars As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES 3 RESERVES & SURPLUS Capital Reserve Balance As per Last Balance Sheet Subsidy Received from Central Government 1,215,000 1,215,000 Profit on Re-issue of Forfeited Shares 72,563 72,563 1,287,563 1,287,563 Investment Allowance Reserve 422, ,000 1,709,563 1,709,563 Deficit - Balance in Statement of Profit & Loss A/c As per Last Balance Sheet (22,892,084) (23,001,746) Add / Less : Profit / (Loss) for the year 539, ,662 (22,353,077) (22,892,084) (20,643,514) (21,182,521) NON -CURRENT LIABILITIES 4 LONG TERM BORROWINGS (a) Deposits Unsecured 3,717,646 3,717,646 Other Loans and Advances : Unsecured 3,973,834 3,973,834 7,691,480 7,691,480 5 OTHER LONG TERM LIABILITIES (a) Trade Payable Other than Acceptances 165, , , ,215 6 LONG TERM PROVIONS Provision for Income Tax 25,000 25,000 25,000 25,000 17

20 Note No. CURRENT LIABILITIES 7 Other Current Liabilites Vat Payable Tax Deducted at Source 11,000 18,061 PF / FP Dues Payable - 3,160 Professional Tax Payable Deposit - 1,000,000 Salary Payable - 59,320 Employee Related Liabilities 30,000 34,766 Others 82, ,334 8 Short Term Provisions Provisions - Others 124,189 1,456,176 Provision for Taxation (Earlier Years) - 2,527,000 Provision for Taxation (Current Year) 125,000-9 FIXED ASSETS TANGIBLE ASSETS Tangible Assets Particulars Rate of Depn. Balance as at 1st April 2011 As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES 125,000 2,527,000 GROSS BLOCK Depreciation Net Block Addition Deduction / TOTAL AS Bal. on Charged for Total Total Adjustments AT the year Total COMPUTER SYSTEMS 40.00% 347, , ,046 8, ,803 13,136 21,893 OFFICE EQUIPMENTS 13.91% 581, , ,913 15, ,463 96, ,788 FURNITURE & FIXTURES 18.01% 1,723, ,723,834 1,712,829 1,982 1,714,811 9,023 11,005 TOTAL 2,653, ,653,474 2,508,788 26,289 2,535, , ,686 PREVIOUS YEARS TOTAL 2,653, ,653,474 2,478,317 30,471 2,508, , ,157 Note No. Particulars 10 NON CURRENT INVESTMENTS As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES Other Investment (At Cost) Unquoted (At cost) 213 Shares of Saraswat Co-op Bank Ltd. Of Rs.10/- each 2,130 2, Shares of Shamrao Vithal Co-op. Bank Ltd. of 5,300 5,300 Rs.25/- each 25 Shares of Maharashtra State Financial Corpn. Ltd. 2,500 2,500 of Rs. 10/- each 7 Years National Savings Certificate 4,000 4, ,930 13,930

21 Note No. Particulars 11 LONG TERM LOANS & ADVANCES : As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES Deposits with Government Authorities 2,377,130 1,850,191 Deposits with Others 1,657,230 2,184,169 Tax Deducted At Source A. Y ,034 42,034 Others 328, ,875 CURRENT ASSETS : 4,405,269 4,405, TRADE RECEIVABLES (Unsecured and Considered Good) Over Six months - - Others 2,719,228 8,717 2,719,228 8, CASH AND CASH EQUIVALENTS a) Cash on Hand 1, b) Cash with Bank in FDR - 2,242,000 c) Balances with Bank in current accounts 188,744 1,158, ,546 3,401, OTHER CURRENT ASSETS Other Loans & Advances Tax Deducted At Source A. Y ,000 - Others - 2,708, REVENUE FROM OPERATIONS : 40,000 2,708,327 Sale of Products Export Incentive A/c 135,325 - Sales (Miscellaneous Scrap) & Commission 400,000 8, ,325 8, OTHER INCOME Interest on Bank 39, ,779 Interest on I.T. Refund 4,668 16,528 Extra Compensation Received from sale of land which was sold in earlier year 3,000,000 - Dividend Received Misc. Received Sales Tax - Bangalore & Ernakulam A/c - 743,704 Sundry Creditors / Balances Written Back - 574,411 3,045,524 1,904, CHANGES IN INVESTORIES OF FINISHED GOODS STOCK-IN-PROCESS AND STOCK-IN-TRADE Decrease in Stock - 8,382-8,382 19

22 Note No. Particulars 18 Employee benefits expenses As at 31st March 2012 RUPEES As at 31st March 2011 RUPEES Remuneration of Managing Director 330, ,000 Salaries, Wages, Bonus, L.T.A etc. 947, ,681 Contribution to Employees P.F. & ESIC 1,616 22,056 Staff Welfare 2, Other Expenses : 1,281, ,737 Bank Charges 4,780 5,395 Repairs and Maintenance - Others - 34,517 Rates & Taxes 22,846 52,722 Insurance Charges 1,049 1,177 Admin. Expenses 2,900 2,696 AGM Expenses 11,581 5,881 Directors Fees 190,800 73,500 Directors Travelling & Conveyance Expenses 385, ,135 Electricity Charges - 5,820 Freight & Forwarding A/c 24,290 6,750 Legal & Professional Charges 281, ,921 Listing Fees 16,845 11,030 Postage / Telegramme Expenses 24,917 67,155 Printing & Stationery 62,691 71,486 Rent Paid 9,657 - Share Expenses 75,359 60,593 Telephone / Telex Expenses 34,343 - Transportation Charges 6,000 - Travelling, Conveyance & Vehicle Running Expenses 309,856 57,231 Other Expenses 96,428 3, Payment to Auditors 1,561,317 1,015,758 Audit Fees 40,000 44,120 Auditor & other Capacity 30,000 37,310 As per our report of even date attached 70,000 81,430 For S. JAIN BOHRA & CO. Chartered Accountants Regd. No W sd/- R. C. BOHRA Partner Membership No Place : Mumbai Date : 23rd July, 2012 For and on behalf of the Board of Directors sd/- sd/- sd/- sd/- Anoop Garg A. G. Joshi Dr. Ulhas Gaoli Vikram Amin (Director) (Director) (Director) (Director) 20

23 NOTE NO. 21 NOTES ON ACCOUNTS : CENTRON INDUSTRIAL ALLIANCE LIMITED Notes on Financial Statements for the year ended 31st March, ) Contingent Liabilities not provided for in respect of : a) Cost, Expenses, Penalties etc. that may be awarded or levied in respect of Case NO.RCC No.535/2008 before Judicial Magistrate, Aurangabad against the Company / Directors -: b) Liabilities that may arise on account of pending sales tax assessments. c) Liability that may arise on account of notice received from Securities and Exchange Board of India on 21st July 2004 demanding Compounding charges of Rs. 1,75,000 for non-compliance of SEBI (Substantial Acquisition of Shares and Takeover) Regulation, The company has filed an appeal for deleting the demand with SEBI d) Guarantee given by bank in respect of Order for Security Deposit of Rs. 60 lacs Passed by Honourable High Court of Judicature at Bombay, Aurangabad Bench in writ petition no 2710/08 e) CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGED AS DEBTS. : i) Liability that may accrue on account of penal interest on delayed payments of Provident Fund arrears Rs lacs ( Previous Year Rs lacs). 2) The Company has ceased it's manufacturing operations with effect from 1st August The Company has also given Notice of Closure under Section 25 FF - A of the Industrial Disputes Act, 1947 to The Secretary, Government of Maharashtra Industrial and Labour Department, intimating it's intention to close the Undertaking with effect from 29/11/2007. However the accounts of the Company have been prepared on going concern basis as the management is of the view that the Company would be able to realize it's assets and discharge it's liabilities in the regular course of business. 3) No confirmations have been received in respect of outstanding balances of Trade Receivable and Trade payable as at 31st March, ) The Centron Employees Credit Society had filed a complaint against the Company before the Taluka Deputy Registrar, Co-operative Societies, Aurangabad for non-payment / delayed payment of principal and interest on dues of members to the society. The Taluka Deputy Registrar vide his order dated , directed the Company to pay Rs lacs to the society towards unpaid principal and interest. The appeal against the said order was rejected and the award of Rs lacs was confirmed by the Divisional Joint Registrar, Co-operative Societies, Aurangabad vide his order dated The Company has filed a Writ Petition no 2710/08 against the said orders in the Mumbai High Court (Aurangabad Bench). The Honourable High Court had passed an ad-interim order on 07/04/2008 staying the said judgements subject to Company making payment of 18 % upto date of the order. The Company has deposited Rs lacs with the Honourable High Court in respect of the said payment and this amount has been provided as interest on delayed payments in the accounts for the year ended However, no provision has been made in respect of balance amount of Rs lacs or such other amount as may become payable as per the final order of the Courts in the matter. The Honourable High Court has also directed the Company by it's order dated 17th June 2008 to provide security deposit of Rs Lacs and stayed all proceedings against the Company pending final disposal of the suit. The Company has furnished Bank Guarantee for the said amount of security deposit to the Honourable High Court. 5) The company continues to account for Leave encashment and other employee benefits (except gratuity liability) on payment basis as per past practice. 6) The Honourable Court of Civil Judge Senior Division Jalna has decreed that an amount of Rs lacs is payable by the Company to M/s Dipali Corrugated Boxes. The Company has provided Rs lacs in the accounts. No provisions has been made in respect of balance amount of Rs lacs due as per the said Court. 7) Amounts due to small scale and/or ancillary Industrial Suppliers as on 31/03/2012 includes unpaid amount of Rs lacs on account of Principal together with interest of Rs lacs aggregating to Rs.6.15 Lacs (Previous Year : Rs.5.83 Lacs) due to M/s. Kailash Corrugated Pvt. Ltd. The same is disclosed on the basis of information available with the Company regarding the status of suppliers as defined under the "Interest on Delayed payment to Small Scale and Ancillary Industrial Under-taking Ordinance 1993". However no provision has been made for such interest payments aggregating to Rs.4.91 Lacs (Previous Year Rs.4.59 Lacs) 21

24 8) Out of the installments paid in satisfaction of Liabilities in respect of Scheme of Arrangement in terms of Mumbai High Court Order dated 27/4/1989, installments of Rs Lacs (Previous Year: Rs Lacs) have remained unclaimed towards Principal amount and have been included as Sundry Creditors and Rs Lacs remains unpaid towards interest and have been included under Current Liabilities for expenses. These amounts have not been transferred to Investors Education and Protection Fund as the company is of the opinion that such a transfer would amount to contravention of the said scheme of arrangement as sanctioned by the High Court. 9) Prior to the cessation of production from 1st August 2007, the Company was operating in only one segment of manufacturing of Safety Razor Blades on job work basis, hence requirement of Accounting Standard - 17 relating to segmental reporting is not applicable. 10) In terms of Accounting Standard - 22 (AS-22) issued by the Institute of Chartered Accountants of India, the management does not envisage any deferred tax liability / deferred tax asset. 11) Related Party Disclosure: (as identified by the Management) 1. Relationships: (A) Key management personnel : Mr. G.S. Mathur - Managing Director NOTES : (a) Related party relationship on the basis of the requirements of Accounting Standard 18 (AS-18) as in 1(A) is as pointed out by the management and relied upon by the auditors. (b) Transactions with related parties : Particulars Expenses : Remuneration ) Previous Year's figures have been rearranged and regrouped wherever necessary. 13) Foreign Currency Expenses a) C.I.F. Value of Imports : (Rs. In Lacs) Referred in 1(a) above (2.73) 1/4/2011 to 1/4/2010 to 31/03/ /03/2011 Rupees Rupees Sores & Spares NIL NIL b) Expenditure in Foregin Currency NIL NIL c) Earnings in Foreign Exchange From Exports of Blades on F.O.B. basis NIL NIL d) During the year no amount was remitted in Foreign Currencies on account of dividends as the company has no nonresident shareholder. As per our report of even date attached For S. JAIN BOHRA & CO. Chartered Accountants Regd. No W sd/- R. C. BOHRA Partner Membership No Place : Mumbai Date : 23rd July, 2012 For and on behalf of the Board of Directors sd/- sd/- sd/- sd/- Anoop Garg A. G. Joshi Dr. Ulhas Gaoli Vikram Amin (Director) (Director) (Director) (Director) 22

25 CENTRON INDUSTRIAL ALLIANCE LIMITED Registered Office : , Penunsula Plaza, A-16, Veera Industrial Estate, Off New Link Road, Andheri (W) Mumbai PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Joint Shareholders may obtain additional attendance slips at the entrance. Name and Address ATTENDANCE SLIP I hereby record my presence at the 60th ANNUAL GENERAL MEETING being held on Thursday 23rd August, 2012 at AM at Red Box Cafe, Royal Plaza, New Link Road, Andheri (W) Mumbai Name Name of the Proxy (in Block Capitals) Registered Folio/Client ID & DP ID No. Signature of the Shareholders or Proxy I/We of TARE OFF CENTRON INDUSTRIAL ALLIANCE LIMITED Registered Office : , Penunsula Plaza, A-16, Veera Industrial Estate, Off New Link Road, Andheri (W) Mumbai PROXY FORM A Member/Members of CENTRON INDUSTRIAL ALLIANCE LIMITED hereby appoint or failing him of as my/our Proxy to attend and vote for me/us and on my/our behalf at the 60th ANNUAL GENERAL MEETING being held on Thursday 23rd August, 2012 at AM at Red Box Cafe, Royal Plaza, New Link Road, Andheri (W) Mumbai Signed this day of 2012 Regd. Folio/ Client ID & DP ID No. : Signed by the said Shareholder Signature Affix 1 Re/- Revenue Stamp Note : The Proxy duly completed, stamped & signed must be deposited at the Registered Office of the Company at , Penunsula Plaza, A-16, Veera Industrial Estate, Off New Link Road, Andheri (W) Mumbai not less than 48 hours before the time for holding the Meeting. 23

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