The Directors have pleasure to present the 17th Annual Report along
 with audited accounts of the Company for the period ended 31 st March,
 2009.
 
 FINANCIAL DATA
 
                                     Rs.               Rs.
                                Current Year         Previous Year
                                 (2008-2009)         (2007-2008)
 
 Total Revenue                  6.38,130,772         718,467,536
 
 Profit before interest, 
 Depreciation and tax             15,583,441          142,762,22
 
 Less: interest(net              106,174,495          67,853,647
 
      -Depreciation               15,492,221          10,808,682
 
 Profit/Loss before tax         (187,631,650)         64,099,900
 
 Less:- Provision for tax         (6,888,846)         12,980,441
 
 Profit/(Loss) after tax        (180,742,804)         51,119,459
 
 Add:-Excess Provision for Tax 
 of earlier year (s) 
 written back                         -               (3,525,545)
 
 Profit/(Loss) carried to the 
 Balance Sheet                  (180,742,804)         47,593,914
 
 BUSINESS REVIEW:
 
 MANUFACTURING:
 
 As the members are aware, your Company is in the business of
 manufacturing and trading of paint brushes etc. Due to global recession
 which has grossly affected the housing, infrastructure and reality
 sector in the economy has in turn, negatively impacted the
 manufacturing business line of the Company during the last fiscal. Your
 directors would like to inform you that the management is hopeful and
 positive that the Company would definitely do better in the coming
 period(s) as the markets globally is now showing signs of economic
 recovery.
 
 Your Company is ope rationalizing through its manufacturing plant in
 Pantnagar, Uttarakhand and is the leading paint brush manufacturing
 Company in India. The management is realigning its manufacturing
 expansion plans in the light of present economic condition and would
 take suitable decisions in the best interest of the Company.
 
 TRADING DIVISION
 
 In the trading division your Company has deferred its plan(s) of
 expansion as the global recession has majorly effected the retail
 sector. Your Company holds the distributor rights for leading brands of
 the world in trading segment and hopeful that this business line would
 revive soon as the market is recovering and demand for niche products
 is picking up.
 
 COMPANY BRANDED SALONS /ACADEMIES:
 
 Your Directors wish to inform you that due to global recession and
 current slowdown in the market the management had during the year
 decided to close down the operations of the following salons due to
 high rentals and other input costs which had contributed towards their
 operational unviability in the current scenario. Following is the
 details of the salons/academies which have been closed down:
 
 o Keune the salon at Infinity Towers, DLF Phase III, Gurgaon
 
 o Keune the salon at MGF City Centre Mall, Rajouri Garden, New Delhi
 
 o Keune the salon at TDI Mall, Rajouri Garden, New Delhi
 
 o Keune the salon at North Square Mali, Pitampura, New Delhi-110034
 
 o Scratch the Academy at IIIrd Floor, E-5, Part-II, R.K Jewellers
 Building, New Delhi-110048
 
 Your directors wish to inform you that following salons/academies are
 operational as on date: o Keune the salon at Greater Kailash -1 (M
 Block market), New Delhi o Keune the saton at MGF Metropolitan Mall,
 Gurgaon, Haryana, o Keune the salon at J-12/I4, Rajouri Garden, New
 Delhi o Keune the salon at Mariplex Mall, Kalyani Nagar, Putie
 
 o Keune The Academy, E-5, South Extension, Part-II. IInd Floor,
 R.K.Jewellers Building, New Delhi-110048
 
 BROADBASING OF EQUITY CAPITAL
 
 Your Company has duly cancelled 35,50,000 convertible warrants of Rs.
 325 per warrant on 21.52.2008 on which Rs. 12.50 per warrant has been
 paid. The Company has forfeited the paid up amount of Rs. 12.50 per
 warrant on 35,50,000 convertible warrants and transferred the amount to
 reserve.
 
 Your Company has duly got in principle, listing and trading approval
 from the respective stock exchange(s) for listing of 39,10,000
 underlying equity shares in regard to GDR issue of USD 12 million dt.
 31.7.2008.
 
 Your directors confirm that the increase in paid up equity share
 capital took place in accordance with and in conformity to SEB1
 Guidelines and DSE directives.
 
 TRADING OF EQUITY SHARES
 
 The Equity shares of your Company are traded at Bombay Stock Exchange
 (BSE) under the Indonext portal and are listed on Delhi Stock Exchange,
 Madras Stock Exchange, Cochin Stock Exchange, Calcutta Stock Exchange,
 Ahmedabad Stock Exchange respectively..
 
 DIVIDEND
 
 The Board of Directors of your Company have not recommended any
 dividend for the year ended 31st March 2009.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. R. N, Suri retire by
 rotation at the ensuing Annual General Meeting and is eligible for
 reappointment.
 
 Mr. Rohit Sood has been appointed as wholetime director of the Company
 w.e.f. 13.2.2009.
 
 During the year Mr. Pawan Sabharwal and Mr. Sundeep Chhabra has
 resigned as director of the Company w.e.f. 6th September, 2008. The
 Board of Directors show their sincere appreciation for the services
 given by Mr. Pawan Sabharwal and Mr. Sundeep Chhabra during their
 tenure.
 
 Mr. Anuj Chowdhry has resigned as director of the Company w.e.f.l0th
 December 2008. The Board of Directors show their sincere appreciation
 for the services given by Mr. Anuj Chowdhry during his tenure.
 
 Mr. V Swaminathan has been appointed as additional director of the
 Company w.e.f 29.12.2008
 
 Mr. Dinesh Gulati has resigned as director of the Company w.e.f. 13th
 February 2009. The Board of Directors show their sincere appreciation
 for the services given by Mr. Dinesh Gulati during his tenure.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposit covered by Companies
 (Acceptance of Deposit) Rules, 1975 during the year under review.
 
 AUDITORS
 
 M/s Saxena & Saxena, Chartered Accountants, who had been the auditors
 of the Company, have confirmed their eligibility to be re-appointed as
 Auditors of the Company at the ensuing Annual General Meeting. The
 Board of Directors recommends re-appointment of M/s Saxena & Saxena,
 Chartered Accountants, as Auditors of the Company for the approval of
 the Members and to fix their remuneration.
 
 OPPORTUNITIES, THREATS AND FUTURE OUTLOOK
 
 Your Company is well poised to expand its operations and performance in
 accordance with its business plan. Your Company will explore
 possibilities for new business opportunities. The overall economic
 scenario continues to be subdued in the short term perspective and as
 such, till the overall economy gets an upward momentum the pressure on
 yield would remain. However the Budget of 2009-10 has provided various
 stimuli for industrial growth in the country and various measures
 announced are expected to provide positive impact on many industrial
 sectors in the country.
 
 HUMAN RESOURCES
 
 One of the biggest challenges faced by any organization is talent
 acquisition and retention, Depending on the competencies required
 potential employees are sources from various sectors.  To attract and
 motivate the best of talent, we create a congenial work environment
 that rewards and recognizes our performers.
 
 Brushman firmly believes that its human resources are the key to
 business success. We promote a culture that is open and performance
 driven built on fostering interdependence, commitment and excellence.
 In our vision to live upto the aspirations of our employees and
 customer base we are creating an environment where all its employees
 can fulfil their dreams along with meeting organizational objectives.
 
 
 BUSINESS AND QUALITY EXCELLENCE
 
 During the year to broaden and deepen the quality journey across the
 organization we have deployed full -time quality resources to functions
 like marketing, HR, Legal, Finance and Accounts, Public Relations and
 Corporate Communication and IT.
 
 Brushnmit would strive to instil trust in its valued customers,
 employees, stakeholders, government agencies, foreign principals and
 suppliers, bankers and various other agencies associated with it. Your
 Company would provide par excellence service to its customers which
 would in turn to unprecedented growth of the Company in the years to
 come.
 
 Quality is of paramount importance and your Company strives to further
 improve our systems and processes. We arc constantly checking the
 quality processes with the reality checks and we are providing training
 to our new employees to build an overall quality culture rather than
 creating processes that just meet certification requirements,
 
 SUBSIDIARY COMPANIES
 
 During the year under review your Company has following subsidiaries:
 
 1. Bodyline International Private limited
 
 2. High Street Lifestyle Brands Limited
 
 3.  Headstart Fashions Limited
 
 4.  Scratch Nails Limited
 
 5. Toni & Guy (India) Limited
 
 6.  Spaone Beauty and Wellness Limited
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under section 217 (2AA) of the Companies Act, 1956 your
 Directors state:
 
 (i) That in preparation of the Annual Accounts the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) we have selected such accounting policies and applied them
 consistently and made judgments 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 2008-2009 and of the
 profit or loss of the company for that period;
 
 (iii) we have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act ,1956 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) we have prepared the annual accounts on a going concern basis.
 
 PARTICULARS OF EMPLOYEES
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules 1975, there
 are no employees in your Company whose names are to be mentioned in the
 Directors report.
 
 Form - B: Particulars with respect to Technology Absorption
 
 A.  Technology Absorption
 
 I.  Efforts in brief towards Technology Adoption and Innovation
 Localization of Inner parts of Paint Brushes, Developed in house
 development of paint brushes:
 
 plastic handles instead of wooden handles.
 use of mono filament instead of Animal Hair.
 
 2. Benefits derived as a results of above efforts e.g. Product
 Improvement, Cost Reduction, Product Development, Import Substitution
 etc,
 
 Cost Effectiveness Uninterrupted Supply of Finished Goods New Developed
 Product(s) are more quality efficient and standardized.
 
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A separate report on Management Discussion and Analysis is attached as
 a part of this Report.
 
 REPORT ON CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is attached as a part of this
 Report.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for the faith and
 trust reposed by the Bankers, Shareholders and all other business
 associates. The directors wish to thank their principals, viz.  Denman
 International Ltd., U.K. and Keune Hairecosmetics, Holland for their
 continued support, guidance and commitment to Indian market and
 investment in the equity of your Company. Your directors also wish to
 thank alt those individuals/entities/corporate bodies/financial
 institutions, who have invested in the equity of your Company and have
 reposed their faith in the management and the vision of the management.
 The Directors also appreciate the support and contributions made by the
 employees during the year.
 
                                          On behalf of the Hoard
                                    FOR BRUSHMAN (INDIA) LIMITED
 
 Place; New Delhi
 Date: 01.09.2009
 
                                   KAPIL KUMAR        ROHIT SOOD
                             MANAGING DHtECTOR   WHOLETIME DIRECTOR