The Directors have pleasure in presenting the Fifth Board Report
 together with the audited statement of accounts of the Company for the
 financial year ended 31st March, 2012.
 
 Financial Results:
 
 The financial performance of the Company for the year under review is
 summarized below:
 
                                                       (Rs. in Lakhs)
 
 Particulars                             2011-2012         2010-2011
 
 Revenue From Operations/Sales (Net)     61,405.12         71,649.95
 
 Other Income                                 6.90              4.79
 
 Total Income                            61,412.02         71,654.74
 
 Profit before Depreciation, 
 Interest, Amortisation & Tax (PBDIAT)      902.93          5,267.49
 
 Less: Interest                              12.87              7.38
 
 Profit before Depreciation & Tax (PBDT)    890.06          5,260.11
 
 Less: Depreciation                         771.32            771.19
 
 Profit before Tax (PBT)                    118.74          4,488.92 
 
 Less:
 
 Current Taxation                            76.63          1,560.00
 
 Deferred Tax                               (36.19)           (26.72)
 
 Prior Period Tax Payment                    46.42             51.65
 
 Profit after Tax (PAT)                      31.88          2,904.00
 
 
 Allotment of Equity Shares on conversion of Fully Convertible
 Debentures:
 
 During the year under review, 13,95,002 equity shares were allotted on
 26th April, 2011 at a price of Rs.193.55 per share having face value of
 Rs. 2/- each on conversion of 27,00,000 Fully Convertible Debentures
 which have been listed in Bombay Stock Exchange Limited and National
 Stock Exchange of India Limited. We have already informed you about
 detail of allotment in our earlier Board Report.
 
 Financial Highlights:
 
 During the year under review the company has entered the consolidation
 phase and is closely monitoring the performance of its Master
 Franchisee/Franchisee. The company achieved a sales/turnover of Rs.
 61,405.13 Lakhs. Though there is a slight decline in the turnover from
 Rs. 71,649.95 lakhs the company is quite satisfied with the performance
 of its franchisees thereby providing the right platform for the future
 of the company.
 
 Likewise the company has encouraged the franchisees by providing some
 attractive schemes that have resulted in a decline in the profits of
 the company. The company has a profit after tax of Rs. 31.88 Lacs down
 from Rs. 2904.00 lakhs in the previous year. The company has also
 commenced our value stores which has a relatively low margin.
 
 Hence, though the profit after tax of the company has reduced during
 the year, your directors believe that the company has developed a
 strong enough platform that will stand the company in good stead in the
 future.
 
 Dividend:
 
 In View of the overall economic condition, there is a need for the
 consolidation for the Company, hence your directors are unable to
 recommend any dividend to the shareholders for the financial year
 2011-2012.
 
 Management Discussion and Analysis:
 
 A report on management discussion and analysis is annexed hereto and
 forms part of this report.
 
 Corporate Governance:
 
 The Company has put in place the norms of Corporate Governance in
 compliance with the provisions of Clause 49 of the listing agreement. A
 report on Corporate Governance as stipulated under clause 49 of the
 Listing Agreement with the Stock Exchanges forms part of the Annual
 Report. A certificate to that effect has been obtained from statutory
 auditors of the Company and is annexed to this report.
 
 Environmental Aspects and Social Responsibility:
 
 The Company is committed to improve all aspects of environment. We pay
 full attention to promote, improve and maintain our responsibility to
 the society for better socio economic condition.
 
 Directors:
 
 Shri K. D. Ghosh and Dr. ING N.K. Gupta, Directors of the Company,
 retire by rotation and being eligible offer themselves for
 reappointment. A brief resume of the Director seeking re-appointment,
 their expertise etc. is given in the notice to the ensuing Annual
 General Meeting.
 
 Remuneration to Managing Director:
 
 Company has taken approval of the Members of the Company in the last
 annual General meeting of the Company to pay remuneration of Rs.
 1,20,00,000 per annum (CTC)(inclusive of all perquisite) to Shri Sandip
 Jhunjhunwala, Managing Director of the Company. The Company has filled
 all the necessary forms with Ministry of Corporate affairs.
 
 However during the year under review, Company is having inadequate
 profits, therefore the Company has paid Rs. 9,00,000 as remuneration to
 Shri Sandip Jhunjhunwala, which is in compliance to the provisions of
 Schedule XIII of the Companies Act.
 
 Auditors:
 
 The statutory auditors of the Company M/s P.K. Lilha & Co., Chartered
 Accountants, Kolkata, retire at the conclusion of ensuing Annual
 General Meeting and being eligible, offer themselves for
 re-appointment. In terms of Section 224A of the Companies Act, 1956,
 their appointment needs to be approved by the members of the Company
 and their remuneration has to be fixed.
 
 Auditors Report:
 
 The Notes on Accounts referred to the Auditors, Report are self
 explanatory and do not call for any further comments.
 
 Director,s Responsibility Statement:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors, Responsibility Statement, it is
 hereby confirmed that:
 
 - In preparation of the annual accounts for the financial year ended
 31st March, 2012, the applicable accounting standards read with
 requirement set out under revised Schedule VI to the Companies
 Act,1956, have been followed along with the proper explanations
 relating to the material departures, if any.
 
 -The Directors had 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 financial results of
 the Company as at 31st March, 2012.
 
 - The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding assets of the
 Company and for preventing and detecting the fraud and other
 irregularities.
 
 - The Directors have prepared the annual accounts for the financial
 year ended 31st March, 2012 on a going concern basis.
 
 Public Deposits:
 
 The Company has neither invited nor accepted any Public Deposits during
 the year under review.
 
 Particulars of Employees:
 
 Particulars of employees as required to be furnished pursuant to
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 as amended, form part of this
 report. However, as per the provision of Section 219(1)(b)(iv) of the
 Companies Act,1956, the reports and accounts are being sent to all the
 shareholders of the Company excluding the statement of particulars of
 employees. Statement of particulars of employees and other documents,
 if any, which are not annexed to this Report, will be open for
 inspection for the shareholders at registered office of the Company
 during working hours for a period of 21 days before the date of annual
 general meeting. Also any shareholder interested in obtaining a copy
 may write to the Company Secretary for the same.
 
 Conservation of Energy & Technology Absorption and Foreign Exchange
 Earnings and Outgo:
 
 As the Company being in retail sector, the provisions regarding giving
 details of conservation of energy is not applicable.
 
 However there is no expenditure on Research & Development, Technology
 absorption, adoption & innovation during the current financial year.
 
 Your Company being concentrating on the domestic consumption market and
 do not have any exports initiatives to report to the members.
 
 Acknowledgment:
 
 The Board wishes to place on record their sincere appreciation to all
 consumers, bankers, vendors and other stakeholders for their continued
 support during the year under review. Your Directors are quite
 optimistic for support to be extended by all in the years to come.
 
                                      For and on behalf of the Board
 
                                                                Sd/-
                                                 Sandip Jhunjhunwala
                                                            Chairman
 
 Place: Kolkata 
 Date : 30th May, 2012