90th ANNUAL REPORT

2009 - 2010

WALCHAND PEOPLEFIRST LIMITED

BOARD OF DIRECTORSMs. PALLAVI JHA - CHAIRPERSON & MANAGING DIRECTOR

Mr. SANJAY JHA

Mr. M.N. BHAGWAT

Dr. S.C. JHA

Mr. V.K.VERMA

Ms. POONAM BARUA

Mr. RAJEEV DUBEY (with effect from 10th May 2010)

Mr. VIJAY GUPCHUP (with effect from 10th May 2010)

COMPANY SECRETARYMr. HARSHAD MANE

COMPLIANCE OFFICERMr. VIVEK WADHAVKAR

AUDITORSM/s. HARIBHAKTI & CO.,

CHARTERED ACCOUNTANTS

BANKERSSTANDARD CHARTERED BANK

BANK OF INDIA

REGISTERED OFFICE1, CONSTRUCTION HOUSE,

5, WALCHAND HIRACHAND MARG,

BALLARD ESTATE, MUMBAI- 400 001

TEL NO: 22618095/8096, 67818181

FAX: 22617504

Email: vivek@walchandgroup.com

Website : www.walchandpeoplefirst.com

REGISTRAR & TRANSFER AGENTM/s. COMPUTECH SHARECAP LIMITED

�COMPUTECH�, 147, MAHATMA GANDHI ROAD,

FORT, MUMBAI � 400 023

TEL : 22635001 /5002

FAX: 22635005

E-MAIL : helpdesk@computechsharecap.com

CONTENTS PAGE NO.

NOTICE 1

DIRECTORS� REPORT 7

CORPORATE GOVERNANCE REPORT 11

AUDITORS REPORT 22

BALANCE SHEET 25

PROFIT & LOSS ACCOUNT 26

SCHEDULES TO ACCOUNTS 27

ADDITIONAL INFORMATION UNDERPART IV OF SCHEDULE VI 52

CASH FLOW STATEMENT 53

ATTENDANCE SLIP AND FORM OF PROXY

INFORMATION FOR SHAREHOLDERS

90TH ANNUAL GENERAL MEETING

DATE : 30-08-2010 (Monday)

TIME : 11.30 A.M.

VENUE : WALCHAND HIRACHAND HALLINDIAN MERCHANT CHAMBERS,IMC MARG, CHURCHGATE,MUMBAI - 400 020.

DATE OF BOOK : September 23, 2009 to September 30, 2009CLOSURE (BOTH DAYS INCLUSIVE)

NOTICE

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Ninetieth AnnualGeneral Meeting of WALCHAND PEOPLEFIRST LIMITEDwill be held at Walchand Hirachand Hall, Indian Merchants�Chamber, IMC Marg, Churchgate, Mumbai � 400 020 onMonday, August 30, 2010 at 11.30 a.m. to transact thefollowing business:

Ordinary Business1. To receive, consider and adopt the Audited Amalgamated

Balance Sheet as at March 31, 2010, Profit and Loss Accountfor the Financial Year ended on that date and the Reportsof the Auditors� and the Directors� thereon.

2. To appoint a Director in place of Mr. Sanjay Jha, who retiresby rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Dr. S.C. Jha, who retires byrotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. M. N. Bhagwat, whoretires by rotation and being eligible, offers himself forre-appointment.

Special Business5. To consider and if thought fit, to pass with or without

modification(s), the following resolution as an OrdinaryResolution :-�RESOLVED THAT M/s. K. S. Aiyar & Co., CharteredAccountants, Mumbai, be and are hereby appointed as theStatutory Auditors of the Company under Section 224 ofthe Companies Act 1956, in place of retiring Auditors,M/s. Haribhakti & Co., Chartered Accountants, Mumbaiwho has expressed their unwillingness for re-appointmentas Auditors of the Company, to hold office until the conclusionof the next Annual General Meeting, on such remunerationas may be decided by the Board of Directors of the Company.�

6. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution :-�RESOLVED THAT in accordance with the provisions ofSections 198, 269, 309, 310 and 311 read with ScheduleXIII and all other applicable provisions of Companies Act, 1956(including any statutory modification(s) or re-enactmentthereof for the time being in force) and as approved andrecommended by the remuneration committee and the Board,the Company hereby approves re-appointment of Ms. PallaviJha, as Managing Director for a further period of 3 (three)years with effect from 26.07.2010 on the terms & conditionsincluding remuneration as are set out hereunder:A Period of Appointment : 26.07.2010 to 25.07.2013

(3 years)B Salary:

Rs.21,00,000/- ( Rupees Twenty One Lacs) per annum.Increment � as may be decided by the Board of Directors/ Remuneration Committee of Directors, from timeto time.

C Perquisites:In addition to Salary, a basket of allowances/perquisitesupto Rs. 9 lacs per annum, which will include reimbursementof expenditure or allowances in respect of rent-freefurnished accommodation owned, leased or rented bythe Company or House Rent Allowances in lieu thereof,

repairs and maintenance of accommodation includingfurniture, fixtures and furnishings and provision ofgas, electricity and water, medical reimbursement, healthinsurance premium, group personal accident insurance,telephone facility at residence, mobile phone, leavetravel concession, for herself and her family; educationof self and family, fees for two clubs, fees for two creditcards, Company�s car with a driver and maintenance,and any other reimbursements, allowances or perquisitesin terms of the Company�s Rules.�Family� mentioned above means the spouse, dependentparent and dependent children of the Managing Director,as mentioned in the applicable Rules or Schemes.The following shall not be included for the purposesof computation of the Managing Director�s remunerationor perquisites as aforesaid:(i) Company�s contribution to Provident Fund and

Superannuation Fund pursuant to the Rules ofthe Company;

(ii) Gratuity payable pursuant to the Rules of the Company;(iii) Encashment of leave at the end of tenure as per

the Rules of the Company.Perquisites shall be evaluated as per the applicableprovisions of the Income Tax Rules.

D. CommissionSuch amount for each accounting year as may be decidedby the Board subject to the overall limit(s) as statedin point No. E.

E. The total remuneration including salary, allowances,perquisites and commission shall not exceed the limitsspecified in schedule XIII of the Companies Act, 1956.

F. Minimum Remuneration:Notwithstanding anything hereinabove, where in anyfinancial year during the currency of her tenure as aManaging Director, the Company has no profits orits profits are inadequate, the Company will payremuneration by way of salary and perquisite as abovesubject to the ceiling specified under Section II of Part IIof the Schedule XIII to the Companies Act, 1956.

G. Termination: The appointment is liable for terminationby either party giving 6 months� notice in writing to theother.The terms and conditions of the above appointmentmay be altered and varied from time to time by theBoard of Directors (�the Board� which term shall bedeemed to include Remuneration Committee thereof)as it may in its discretion deem fit within the maximumamount payable to the Managing Director in accordancewith Schedule XIII to the Companies Act, 1956 or anyamendments made hereafter in this regard and asmay be agreed to by the Managing Director.RESOLVED FURTHER THAT wherein any financialyear during the currency of the tenure of the ManagingDirector, the Company has no profits or its profits areinadequate, the Company may pay to the ManagingDirector the above remuneration as the minimumremuneration by way of salaries, perquisites andother allowances and benefits as specified above subjectto the receipt of the requisite approvals, if any.RESOLVED FURTHER THAT Ms. Pallavi Jha, being aDirector liable to retire by rotation, her re-appointment

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as such Director shall not be deemed to constitute abreak in her appointment as Managing Director.RESOLVED FURTHER THAT for the purpose of givingeffect to this resolution the Board of Directors, (hereinafter referred to as �the Board� which term shall bedeemed to include any duly authorised committee thereof,for time being exercising the powers conferred by theBoard by the resolution) be and is hereby authorisedto take such steps and to do all such acts, deeds, mattersand things as may, in its absolute discretion, deemnecessary or desirable or to settle any question or difficultythat may arise in such manner as it may deem fit andalso, to make such alterations and modifications, asmay be required within the limits of Schedule XIII ofthe Companies Act, 1956.�

7. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution :-�RESOLVED THAT in accordance with the provisions ofsections 198, 269, 309, 310 and 311 read with ScheduleXIII and all other applicable provisions of the CompaniesAct, 1956 (including any statutory modification(s) orre-enactment thereof for the time being in force) and asapproved and recommended by the Remuneration Committeeand the Board, the Company hereby approves re-appointmentof Mr. Sanjay Jha, as Whole-Time Director, for a furtherperiod of 3 (three) years with effect from 27.07.2010 onthe terms & conditions including remuneration as are setout hereunder:A Period of Appointment : 27.07.2010 to 26.07.2013

(3 years)B Salary :

Rs.21,00,000/- ( Rupees Twenty One Lacs) per annum.Increment � as may be decided by the Board of Directors/Remuneration Committee of Directors, from time to time.

C Perquisites:In addition to Salary, a basket of allowances/perquisitesupto Rs. 9 lacs per annum, which will include reimbursementof expenditure or allowances in respect of repairs andmaintenance of accommodation including furniture, fixturesand furnishings and provision of gas, electricity and water,medical reimbursement, health insurance premium,group personal accident insurance, telephone facilityat residence, mobile phone, leave travel concession,for himself and his family; education of self and family,fees for two clubs, fees for two credit cards, Company�scar with a driver and maintenance, and any otherreimbursements, allowances or perquisites in termsof the Company�s Rules.�Family� mentioned above means the spouse, dependentunmarried sister and dependent children of the WholeTime Director, as mentioned in the applicable Rulesor Schemes.The following shall not be included for the purposesof computation of the Whole Time Director�s remunerationor perquisites as aforesaid:(i) Company�s contribution to Provident Fund and

Superannuation Fund pursuant to the Rules ofthe Company;

(ii) Gratuity payable pursuant to the Rules of theCompany;

(iii) Encashment of leave at the end of tenure as per theRules of the Company.Perquisites shall be evaluated as per the applicable

provisions of the Income Tax Rules.D. Commission

Such amount for each accounting year as may be decidedby the Board subject to the overall limit(s) as stated inpoint No. E.

E. The total remuneration including salary, allowances,perquisites and commission shall not exceed the limitsspecified in schedule XIII of the Companies Act, 1956.

F. Minimum Remuneration:Notwithstanding anything hereinabove, where in anyfinancial year during the currency of his tenure as WholeTime Director, the Company has no profits or its profitsare inadequate, the Company will pay remuneration byway of salary and perquisite as above subject to the ceilingspecified under Section II of Part II of the ScheduleXIII to the Companies Act, 1956.

G. Termination: The appointment is liable for terminationby either party giving 6 months� notice in writing to theother.The terms and conditions of the above appointmentmay be altered and varied from time to time by theBoard of Directors (�the Board� which term shall bedeemed to include Remuneration Committee thereof)as it may in its discretion deem fit within the maximumamount payable to the Whole Time Director in accordancewith Schedule XIII to the Companies Act, 1956 or anyamendments made hereafter in this regard and asmay be agreed to by the Whole Time Director.RESOLVED FURTHER THAT wherein any financial yearduring the currency of the tenure of the Whole TimeDirector, the Company has no profits or its profits areinadequate, the Company may pay to the Whole TimeDirector the above remuneration as the minimumremuneration by way of salaries, perquisites and otherallowances and benefits as specified above subject tothe receipt of the requisite approvals, if any.RESOLVED FURTHER THAT Mr. Sanjay Jha, beinga Director liable to retire by rotation, his re-appointmentas such Director shall not be deemed to constitute abreak in his appointment as Whole Time Director.RESOLVED FURTHER THAT for the purpose of givingeffect to this resolution the Board of Directors, (hereinafter referred to as �the Board� which term shall bedeemed to include any duly authorised committeethereof, for time being exercising the powers conferredby the Board by the resolution) be and is hereby authorisedto take such steps and to do all such acts, deeds, mattersand things as may, in its absolute discretion, deemnecessary or desirable or to settle any question ordifficulty that may arise in such manner as it maydeem fit and also, to make such alterations andmodifications, as may be required within the limitsof Schedule XIII of the Companies Act, 1956.�

By order of the Board

Harshad ManeCompany Secretary

Place : MumbaiDate : July 20, 2010

Registered Office:1, Construction House,Walchand Hirachand Marg,Ballard Estate, Mumbai � 400 001

Notes:1. A member entitled to attend and vote at the meeting is

entitled to appoint a proxy to attend the meeting and theproxy need not be a member of the Company. Under theCompanies Act, 1956, voting is by a show of hands unlessa poll is demanded by a member or members present inperson, or by proxy, holding at least one-tenth of the totalshares entitled to vote on the resolution or by those holdingpaid-up capital of at least Rs. 50,000. A proxy shall notvote except on a poll. The instrument appointing the proxymust be deposited at the registered office of the Company notless than 48 hours before the commencement of the meeting.

2. Members /Proxies should bring duly-filled Attendance Slipssent herewith to attend the meeting.

3. Members who hold shares in demateralised form are requestedto write their Client ID and DP ID and those who holdshares in physical form are requested to write their FolioNumber in the attendance slip for attending the Meeting.

4. In case of joint holders attending the Meeting, only suchjoint holder who is higher in the order of names will beentitled to vote.

5. The Register of Members and Share Transfer Books ofthe Company will remain closed from August 23, 2010 toAugust 30, 2010 (both days inclusive) for the purpose ofAnnual General Meeting.

6. Members holding shares in physical form and desirous ofmaking/changing nomination in respect of their shareholdingin the Company, may send their request in the prescribedform 2B to the Registrar & Transfer Agents of the Company.

7. Corporate Members are requested to send to the Company,a duly certified copy of the Board Resolution authorizingtheir representative to attend and vote at the AnnualGeneral Meeting.

8. Members desirous of obtaining any information on theAccounts and Operations of the Company are requestedto write at least one week before the meeting so that thesame could be compiled in advance.

9. Members are requested to notify changes, if any, in theirregistered addresses along with the pin code to the Company�sRegistrar and Share Transfer Agent.

10. Members are requested to bring their copy of Annual Reportto the Meeting.

11. All documents referred to in the notice are open for inspectionat the registered office of the Company between 10.30 A. M.and 1.00 P.M. on all working days up to the date of the Meeting.

12. Members whose shareholding is in electronic mode arerequested to direct change of address notifications andupdations of savings bank account to their respectiveDepositary Participants.

13. Member are requested to address all correspondences,including dividend matters, to the Registrar and Sharetransfer Agents, M/s. Computech Sharecap Limited, �Computech�,147, Mahatma Gandhi Road, Fort, Mumbai � 400 023,Tel No: 2635001-2, Fax No.: 22635005,Email : helpdesk@computechsharecap.com

14. Members wishing to claim dividends, which remain unclaimed,are requested to correspond with Mr. Vivek Wadhavkar,Compliance Officer, at the Company�s registered office.Members are requested to note that dividends not enchasedor claimed within seven years from the date of transfer tothe Company�s Unpaid Dividend Account, will, as per section

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205 C of the Companies Act, 1956, be transferred to theInvestor Education and Protection Fund.

15. The following are the details of dividend paid by the Companyand its respective due date of transfer to such fund of theCentral Government, which remain unpaid.

Sr. Date of Dividend for Due date of transferNo. Declaration the year to the Government1 30th January, 2006 Interim Dividend 01st March, 2013

2005-062 31st August, 2006 Final Dividend 30th September, 2013

2005-063 27th July, 2007 Final Dividend 26th August, 2014

2006-074 30th September, 2008 Final Dividend 29th October, 2015

2007-08

It may be noted that no claim of the shareholders will beentertained for the unclaimed dividend which has beentransferred to the credit of the Investor Education & ProtectionFund of the Central Government under the provisions ofSection 205(B) of the Companies Act, 1956. In view of theabove, those Shareholders who have not enchased theirdividend warrants are advised to send all the unclaimeddividend warrants to the Registrar & Share Transfer Agentsor to the Registered Office of the Company for revalidationand encash them before the due date for transfer to theCentral Government.

16. Particulars of the dividend transferred to the GeneralRevenue Account of the Central Government i.e. InvestorEducation & Protection Fund during the Financial Yearended 31st March, 2010 pursuant to Companies UnpaidDividend (Transfer to General Revenue Account of theCentral Government) Rules, 1978.

Sr. Date of Dividend for Amount Date of transferNo. Declaration the Financial transferred to to Investor

of Dividend Year & Protection Education &Fund (Rs.) Protection Fund

NIL NIL NIL NIL NIL

17. As per the provisions of the Companies Act, 1956, facilityfor making nominations is available for shareholders, inrespect of the shares held by them. Nomination forms canbe obtained from the Registrar and Transfer Agents ofthe Company.

18. Members seeking any information or clarifications on theAnnual Report are requested to send in written queriesto the Company at least one week before the meeting toenable the Company to compile the information and providereplies at the meeting.

EXPLANATORY STATEMENTAs required by Section 173 (2) of the Companies Act, 1956.Item No. 5M/s. Haribhakti & Co., Chartered Accountants, Mumbai theretiring Auditors of the Company have expressed theirunwillingness to be reappointed as the Auditors of theCompany, vide their letter dated 15th July, 2010. The Board ofDirectors recommend the appointment of M/s. K. S. Aiyar &Co, Chartered Accountants as the statutory Auditors of theCompany in place of M/s. Haribhakti & Co., CharteredAccountants to hold office from the conclusion of the ensuingAnnual General Meeting till the conclusion of the next AnnualGeneral Meeting.Item No. 6 & 7At the Eighty-fourth Annual General Meeting held on July27, 2007, members of the Company approved the appointmentof Ms. Pallavi Jha as Managing Director for a period of 3 yearsfrom 26.7.2007. The tenure of her appointment expires on25.7.2010. The members also approved the appointment ofMr. Sanjay Jha as Whole-Time Director for a period of 3 yearsfrom 27.07.2007. The tenure of his appointment expires on26.7.2010.It is in the interest of the Company to continue to avail theservices of Ms. Pallavi Jha and renew her appointment asManaging Director and of Mr. Sanjay Jha and renew hisappointment as Whole time Director. The RemunerationCommittee comprising of independent Directors namely Dr.S.C. Jha, Mr. M.N. Bhagwat and Mr. V. K. Verma, approvedand recommended the remuneration as set out in the body ofthe resolution which the Board has agreed to offer by itsresolution dated 28.06.2010. The remuneration is well withinthe ceiling limits of remuneration under applicable statutoryprovisions and schedule XIII of the Companies Act, 1956. TheCompany has not made any default in repayment of any of itsdebts (including deposits) or debentures or interest payablethereon for continuous period of 30 days in the precedingfinancial year before the date of re-appointment of theManaging Director and the appointment of Whole timeDirector.The Board recommends these special resolutions for yourapproval.Ms. Pallavi Jha and Mr. Sanjay Jha are interested in theresolutions as it pertains to re-appointment of ManagingDirector and appointment of Whole time Director respectivelyand remuneration payable to them. None of the other Directorsof the Company is in any way concerned or interested in theseresolutions.This explanation together with the notice is and should betreated as abstract of the terms of re-appointment of Ms.Pallavi Jha as Managing Director of the Company andappointment of Mr. Sanjay Jha as a Whole time Director ofthe Company and a Memorandum as to the nature of theconcern or interest of the Directors in the said re-appointments, as required under Section 302 of the CompaniesAct, 1956.Information required on the matter pursuant to Section II1(B)(iv), Part II of Schedule XIII to the Act is annexedherewith.

By order of the Board

Harshad ManeCompany Secretary

Place : MumbaiDate : July 20, 2010

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INFORMATION / DISCLOSURE STATEMENT

Annexure to the Notice convening the Ninetieth AnnualGeneral Meeting to be held on August 9, 2010 pursuantto Section II 1(B)(iv), Part II of Schedule XIII of theCompanies Act, 1956 (the Act) in respect of item 6 & 7of the Notice pertaining to re-appointment of ManagingDirector and re-appointment of Whole time Directorrespectively and their remuneration.I. GENERAL INFORMATION:(1) Nature of Industry:

The Company is in the business of specialised sector ofTraining and Development dedicated to capacity buildingamong corporates, institutions and individuals.

(2) Date or expected date of commencement of commercialproduction::Not applicable as the Company is an existing Company.

(3) In case of new companies, expected date ofcommencement of activities as per project approvedby financial institutions appearing in the prospectus :Not applicable.

(4) Financial performance based on given indicators � asper audited financial results for the year endedMarch 31, 2010.Particulars 2009-10Income from operations 1068.71Other Income 138.02Profit/(Loss) before interest,depreciation and taxation 14.53Net Profit /(Loss) (127.84)Profit as computed under Section 309 (5)read with Section 198 of the CompaniesAct, 1956. -

(5) Export performance and net foreign exchangecollaborations for the year ended March 31,2010 :The Company utilized foreign exchange amounting toRs. 155.59 lacs and earned foreign exchange amountingto Rs. NIL.

(6) Foreign investment or collaborations, if any ;The Company is a franchisee of Dale Carnegie Associatesin India and offers the training programs and coursesthrough its trained and certified faculty.

II. INFORMATION ABOUT THE APPOINTEE:(1) Background details:

Ms. Pallavi Jha :Ms. Pallavi Jha is an MBA from the Syracuse University,New York. She has played a key role in the successfulrestructuring, of the Walchand Group of Companies, oneof India�s largest business groups with interests in civilconstruction, heavy engineering, automobiles, sugar andconfectionary and finance and investment, involving severalM&A initiatives and having international partnershipswith some of the world�s leading firms and brands suchas Dale Carnegie, USA (training), SHRM, USA (HRCertification) and PerformanSe, France (Assessments).She has been a vocal spokesperson for industry associations,and has chaired and moderated panel discussions involvingIndia�s leading business leaders.She was Executive Director of India�s leading constructioncompany, HCC, an erstwhile Walchand Group companybefore starting off her own ventures. She also workedbriefly in market research at Feedback Ventures andProctor &Gamble.

She has been the overall in-charge of the Company andguiding its affairs with determination and zeal and lookingafter its entire business activities since May 1996, asPresident & CEO (Manager as defined u/s. 2(24) of theCompanies Act, 1956) upto 25.7.1999 and thereafter asManaging Director. She is responsible for the new businessdirections of the Company in the Performance Enhancementsector.Mr. Sanjay Jha :Mr. Sanjay Jha joined the Board as a Directors of theCompany on September 23rd 1999. Mr. Jha aged 46 years,is an MBA from XLRI (Jamshedpur) and also holdspostgraduate degree in Economics from Gokhale Instituteof Politics & Economics, University of Pune. In his priorassignment Mr. Jha was Senior Vice President with ITC-Thread needle AMC Limited (a subsidiary of BAT, plc) incharge of Marketing & Sales. Prior to that he was VicePresident, Alliance Capital, New York (USA), AssistantVice President, Bank of America and Senior Manager(Marketing) with ANZ Grindlays Bank Plc. He is a regularcolumnist in newspapers and a visiting professor at businessschools. He is also active in various industry forums andis speaker on various panels. He is the Founder ofCricketnext.com, a top global website on cricket. Directorof Walchand Netsoft Private Limited and the Director ofWalchand & Company Private Limited.

(2) Past remuneration (for the financial year endedMarch 31, 2010) :Ms. Pallavi Jha

Particulars Amount(Rs. In lacs)

Salary 24.00Contribution to P.F. Gratuityand Superannuation Fund 6.00Perquisites 6.32Sitting Fees NilTotal 36.32

Mr. Sanjay JhaParticulars Amount (Rs.)Salary 24.00Contribution to P.F. Gratuityand Superannuation Fund 6.00Perquisites 6.40Sitting Fees NilTotal 36.40

(3) Recognition or awards:-Ms. Pallavi Jha: NilMr. Sanjay Jha: Nil

(4) Job profile and their suitability:-Ms. Pallavi JhaSame as above in item no. 1Mr. Sanjay JhaSame as above in item no. 1

(5) Remuneration proposed:Ms. Pallavi JhaSame as mentioned in body of Resolution No. 7Mr. Sanjay Jha

Same as mentioned in body of Resolution No. 8

(6) Comparative remuneration profile with respect toindustry, size of the Company, profile of the positionand person :Taking into consideration the size of the Company, theprofile of Ms. Pallavi Jha, Chairperson and ManagingDirector and Mr. Sanjay Jha, Whole Time Director theresponsibilities shouldered by them and industry benchmarks,the remuneration proposed to be paid is commensuratewith the remuneration packages paid to similar seniorlevel counterparts in the companies.

(7) Pecuniary relationship directly or indirectly withthe Company, or relationship with the managerialpersonnel, if any :Ms. Pallavi Jha :Ms. Pallavi Jha is interested in the resolution as it pertainsto her re-appointment and remuneration payable to her.Mr. Sanjay Jha, being husband is deemed to be concernedor interested in the resolution at item no. 6. None of theother Directors of the Company is in any way concernedor interested in this resolution.Mr. Sanjay JhaMr. Sanjay Jha is interested in the resolution as it pertainsto his appointment and remuneration payable to him.Ms. Pallavi Jha, being his wife is deemed to be concernedor interested in the resolution at item no. 7. None of theother Directors of the Company is in any way concernedor interested in this resolution.

(III)OTHER INFORMATION:-(1) Reasons for loss or inadequate profits :

The Company�s subsidiary Walchand TalentFirst Ltd whichwas carrying on Dale Carnegie business has suffered losson account economic downturn. The subsidiary has beenamalgamated with the Company with retrospective effectfrom 01st April, 2009.

(2) Steps taken or proposed to be taken for improvement :Your Company has completed the merger of its subsidiary asper the Scheme of Amalgamation in the year 2009-2010.Your Company now has fully consolidated its operationsand it is expanding its operations across India. The Companyhas brought about a significant cost-rationalization andimprovement in process control while focusing on buildingthe revenue pipeline.

(3) Expected increase in productivity and profits inmeasurable terms :Indian Industry is expected to expand aggressively overthe next two decades. As a consequence, there is ontoenhances creation of jobs as well as for skills development.The Training Industry, as a result, is in full-focus and animportant player in the Indian Economy. The focus hasshifted towards Effectiveness, resulting in greater emphasison increasing managerial skills both in quality and quantity.Training need are with a growing complexity of requisitesoft skills like leadership, innovation, interpersonal skills,communication, cross-cultural training, selling skills, self-motivation, teamwork and negotiation skills that companiesneed amongst their talent pool. Industry recognizes thatto achieve their visions the only sustainable competitiveadvantage that cannot be duplicated in today�s competitiveworld is the quality, drive, enthusiasm and leadershipability of the people.The Company has been showing a 80-100% improvementin its revenue and profitability over the past two years. Itexpects the strong trend in performance to continue.

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INFORMATION UNDER CLAUSE 49 OF THE LISTINGAGREEMENT REGARDING RE � APPOINTMENT OFDIRECTORS.Mr. Sanjay JhaMr. Sanjay did his graduation in Economics with distinctionfrom Fergusson College, Pune, MA (Economics) from theGokhale Institute of Politics and Economics, University ofPune and MBA from XLRI Jamshedpur.He is Founder of Cricketnext.com; the world�s most popularcricket portal. He was also successful in launching the Top200 Fund and the High Interest fund with Zurich Financial(earlier known as Threadneedle AMC Ltd.) wherein he was aSenior Vice President in charge of Marketing & Sales ofmutual funds.As a Vice President he had a successful career record atAlliance Capital, New York (USA), wherein he was responsiblefor launching, distribution, sales, marketing and advertisingof offshore and local funds. He has also gained wide experiencein both Corporate and Retail Banking while working as anAssistant Vice President to Bank of America and SeniorManager (Marketing) with ANZ Grindlays Bank Plc.He is also known for conducting professional ManagementDevelopment Programs in the areas of Marketing, MediaTraining, Internet Branding, Dot com Funding and CrisisManagement and several other training programs onbehavioral skills, management development, and corporatecommunications wherein the participants were from reputedCompanies such as Bharat Petroleum, Philips India, ICICI,UTI, BSE, IDBI.He is a regular columnist and contributor with severalnewspapers and magazines such as Business Standard,Business Today, Mid-Day, Indian Express etc. and a visitingfaculty at several leading business schools including IIM,Sydhenam Management Institute, Symbiosis Institute ofBusiness Management/ Mass Communications etc.He has also written a book of poems titled, �When I WonderedAbout You.� And �Eleven� book on cricket and appeared asan expert commentator on various issues on various TVChannels.

Dr. Satish C. JhaDr. Satish C. Jha has done his M.A. from Patna Universityand M. Sc. & Ph. D., in Agriculture Economics from theprestigious Stanford University and University of Illinois,USA.He was a Consultant to the Economic Commission for Asianand Pacific (UN) during 1995-96. Prior to this, he was Directorof Research � Indian Society of Agricultural Economics,Bombay during 1963-68 and Director & Chief Economist �Asian Development Bank, Manila, Philippines during 1968-1994.He was on the Board of The Delhi Stock Exchange AssociationLtd. He is also active in various industries forums and hasdelivered number of keynote addresses in various forum oftopical interest.Disclosure Pursuant to Clause 49 (IV) (E) (V) of theListing Agreement: Shareholding of Dr. S.C. Jha (both ownor held by / for other persons on a beneficial basis) as on June28, 2010 is Nil.Mr. M.N. BhagwatMr. M.N. Bhagwat did his Bachelors Degree in Mechanical &Electricals Engineering from the University of IIlionis, USAand Diploma in Business Management from the prestigiousBajaj Institute of Management Studies, Mumbai.

He worked in various senior positions both in India and abroadwhich includes Blue Star Ltd., Yokogawa Blue Star Ltd., TotalMechanical Systems Inc. USA Skidmore, Owings & Merril,Chicago, USA and Managing Director of Tata Sons Limitedand heading the Corporate Assurance Group, whichadministers the Tata Brand Equity and the Tata Code ofConduct. He is the Chairman of the Audit Committee of ourCompany.Disclosure Pursuant to Clause 49 (IV) (E) (V) of theListing Agreement: Shareholding of Mr. M.N. Bhagwat (bothown or held by / for other persons on a beneficial basis) as onJune 28, 2010 is Nil.

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DIRECTORS� REPORT

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The Members ofWALCHAND PEOPLEFIRST LIMITED

Your Directors present herewith the 90th Annual Reporttogether with the Audited Statement of Accounts and Auditors�Report thereon for the Financial Year ended March 31, 2010.

1. FINANCIAL RESULTS(Rs. in Lacs)

Financial Year Financial Year ended 31.03.2010 ended 31.03.2009

Profit before interest,depreciation and taxation 14.53 53.30Less: Interest 36.35 4.49Less: Depreciation/Amortisation 54.08 19.60Provision for Taxation -Current / earlier years 3.45 1.26

93.88 25.35

(79.35) 27.95Deferred Tax recognized (48.49) (146.58)Net Profit (127.84) (118.63)Add: Balance brought forward 1158.50 1158.50Less: Adjustments to General Reserves (1075.23) N.AAmount available forappropriation 83.27 1158.50Final Dividend 0 0Dividend Tax 0 0Balance carried to Balance Sheet 83.27 1277.13Total 83.27 1158.50*Due to Amalgamation of Walchand Talentfirst limited withthe Company vide order of High Court of Mumbai dated 09th

April 2010 with effective date 1st April 2009, previous yearfigures are not comparable with this year figures.

2. DIVIDENDYour Directors have decided not to recommend any dividendfor the year ended 31st March, 2010, in view of losses.

3. DIRECTORSPursuant to the Scheme of Amalgamation of the Company�ssubsidiary Walchand TalentFirst Ltd. with the Company,Mr. Rajeev Dubey and Dr. Vijay Gupchup were appointedas Directors with effect from May 7, 2010.

4. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO (Section 217(1)(e) of the CompaniesAct, 1956)Particulars required to be furnished by the Companies(Disclosure of particulars in the report of the Board of Directors)Rules, 1988 are as follows:-a. Rule 2(A) pertaining to Conservation of Energy and

Rule 2(B) pertaining to Technology absorption are notapplicable to the Company.

b. Foreign exchange inflow and outflow � Rule 2(C):

(Rs. in Lacs)(a) EXPENDITURE IN

FOREIGN CURRENCY Financial Year Financial Yearended 31.03.2010 ended 31.03.2009

Professional Fees/Franchise Fee NIL NILRoyalty Remitted 154.42 NILTraveling Expenses 1.07 NILOthers 0.10 NIL

(b) EARNING IN FOREIGNCURRENCY NIL NIL

5. MANAGEMENT DISCUSSION AND ANALYSISIndustry Structure & AnalysisThe global economy, following two years of crisis, has begunto recover with world growth bouncing back from negativeterritory in 2009 to about 3.9% during the year. However,the recovery is proceeding at different speeds around the world.

The Indian economy continues to be one of the fastest growingeconomies and the recovery from the slowdown witnessedin the aftermath of the global crisis has been sharper thanwhat was generally anticipated. India is poised to be theworld�s engine of economic growth in the coming decades,given that Indians will account for 22 per cent of the increasein world�s workforce over the period of 2020-2050.

Yet, despite our country�s impressive economic performanceand its immense potential there are valid concerns thatour growth process needs to be more inclusive and sustainable.In the medium term, per capita income cannot be increasedwithout addressing the twin issues of Education andEmployability of the workforce. While the government isinvesting considerable resources in Education, the privatesector needs to address the disconnect between educationalqualification and employability, or possession of requisiteskills by the workforce.

The creation of a skilled workforce is integral to the strategyfor sustaining our growth momentum and achieving doubledigit growth. According to the Confederation of IndianIndustry, one percentage increase in the GDP can translateinto an additional 0.8 � 1 million jobs. Enhancing the skill-setsof the nearly 10-12 million individuals who enter theworkforce every year is therefore essential to attaining andsustaining a 10 percent growth rate.

However, it is important to note that for education tocontribute significantly to economic growth and development,it must be of high quality to meet the skill-demand needsof the economy. The massive

expansion of higher and technical education sector in lastfew years in India has led to a major quality problem.There is a considerable difference in the quality of students /engineers graduating and the kind of talent industry demands.Thus, we have huge supply of graduates but it is not alignedto the industry requirements.

Excellence in Education and Skill Development would not

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only improve the long term competitiveness of the firmsbut also improve the standard the living of the potentialworkforce with higher incomes. Thus, helping us strike acorrect balance between equity and efficiency of the nation.As regards the Corporate sector, after declining in the firsttwo quarters of FY10, Indian industry has recorded a solidcomeback in the second half, with double digit increase intop-line and bottom-line. The corporate results availablefor 975 listed companies in March-10 quarter shows a Y-o-Yincrease of 27.5% in Net Profit during the period. Salariesand wages also grew by 12.8% riding on company�s plansto increase head count and increment for existing employees.

Within the industry, the performance of Manufacturingsector was more robust than of Services sector in the March-10quarter. Though the economy showed clear signs of gainingmomentum, the increasing inflation emerged as a potentialdrag to the recovery process.The overall positive impact on the Training sector willgenerally be witnessed with a lag as most companies continuedto withhold thesebudgets for the year. Yet there has been a palpable improvementin the overall business confidence.

Opportunities and ChallengesAround the fourth quarter of fiscal 2010, the stagnant jobmarkets gradually began to see movement as companiesopened up to hiring again. While both campus recruitmentsand lateral hiring are expected to continue to gain momentum,there is a shift in trends post the economic crisis. The downturnhas cautioned companies against �anticipatory hiring�,lower productivity and expensive on-the-job training.Smart employers have decided to filter their selectionsfor life-skills � creativity, confidence, curiosity, learnability,and teamwork, rather than just technical skills. For freshers,employers now recognize that summer internships, extra-curricular activities and non-academic courses demonstrateinitiative, which is a strong predictor of workplace performance.Our Finishing School offers precisely such solutions tograduating students prior to entering the workforce. Yourcompany has launched its Alliance Partnership Programto partner with various colleges and universities to offerskills development courses to their students. This is a keystrategic focus for your company.

The major human capital trends in industry for the year2010 offer significant opportunities for your company. Oneof the key thrusts of companies will be to mitigate turnoverrisk by restoring employee engagement. The skills shortageis far from over and an increasing demand for top talentwill hit much quicker than realized. Re-engaging demoralizedemployees who remain in the organization will be criticalfor restoring faith before they succumb to better opportunities.A range of talent engagement solutions customized to specificclient priorities are offered by your company.According to Mercer�s most recent Market Issues Survey,organizations are already showing signs of placing a highpriority on leadership development and were increasingtheir focus on investing for future growth. The survey found

that while organization�s were reducing spend, they are alsoprioritizing areas for human capital investment, with 82per cent focused on building future capability in the criticalareas of leadership development, talent management andsuccession planning. They are reducing spend in otherhuman capital areas to help fund this shift. The top fiveareas in which organizations indicated they planned toincrease human capital expenditure over the next 12 monthsare : Leadership Development and Assessments, TalentManagement and Succession Planning, Learning andDevelopment, HRIS implementation, Work Lifestyle Benefits.Investment in leadership development will therefore continueto be a key component of any workforce strategy that looksto a future of renewed profit and sustainable growth.

Outlook, Risks and ControlsThe outlook for the coming quarters is positive, given thebroad-based recovery that is taking place in the economy.However, the Greek debt crisis has dominated marketsentiment recently, reminding us that global economicuncertainty continues to be a reality. One implication for Indiais that financial markets will remain volatile with no assuranceof steady capital inflows to plug our current account deficit.Meanwhile, the good news on the domestic front is thatour economic recovery continues to remain robust whilecorporate results for the current financial year are predictedto hold up well.Your company has completed the amalgamation of its subsidiarywith itself and is now much leaner and cost-efficient. Withthe positive outlook for the Indian economy, the industryand employment we are optimistic about the short termand long term performance of the company.

Cautionary Statement:The statements made in this report describe the Company�sobjectives, expectations and projections that may be forwardlooking statements. The actual results might differ materiallyfrom those expressed or implied depending on the economicconditions, government policies and other incidental factors,which are beyond the control of the Company and Management.

Segmentwise Performance:As per the Amalgamated Financial Statement, the revenueand results for the Investment Division and the TrainingDivision for the relevant period are reported in the notesto Accounts.

Internal Control Systems and their Adequacy:The Company has adequate and effective control systems,commensurate with its size and nature of business, to ensurethat assets are efficiently used and the interest of the Companyis safeguarded and the transactions are authorized, recordedand reported correctly. Checks and balances are in place todetermine the accuracy and reliability of accounting data.The preventive control systems provide for well-documentedpolicy, guidelines, and authorization and approval procedures.The Company has a full-fledged Internal Audit System toensure that the policies and procedures laid down are adheredto. The Company has also developed a Risk Assessment policyand is reviewed by the Board of Directors/ Audit committee

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on a quarterly basis.

Financial Performance with respect to OperationalPerformance:As per the amalgamated financial statement, total incomeachieved during the year under review is Rs. 1206.73 lakhsas against Rs. 1324.51 lakhs in the previous year (as perthe consolidated financial statement). Training income forthe Company has been Rs. 1055.71 lakhs as against Rs. 1168.06lakhs in the previous year, showing a decrease of 9%. Afterproviding for taxation of Rs. 3.45 lakhs and recognition ofdeferred tax liability of Rs. 48.49 lakhs, the results of theCompany show a net loss of Rs. 127.84 lakhs as againstthe loss after tax of Rs. 353.13 lakhs in the previous year(as per the consolidated financial statement). The operatingloss of the previous year was Rs. 117.56 lakhs and its anoperating profit of Rs. 14.54 lakhs during the current year,aggregating to an improvement of 112%.

Human Resources:Your Company considers its intellectual capital as its mostvaluable asset. Personnel policies of your Company are designedto ensure fairness to and growth of all individuals in theorganization and continuously strives to provide a challengingwork environment. The Company has developed acompetency-based framework for growth with formalisedcareer path in the organization. This provides a highlycompetent and aspirational career environment to all ouremployees. The company has a comprehensive compensationand benefits plan for all its employees. The Company alsoprovides a strong learning culture with an average 8 daysof training per year for each employee. We have a strongPerformance Management System and code of conduct whichreinforces our work ethics

6. AMALGAMATION OF WALCHAND TALENTFIRSTLIMITED WITH THE COMPANY:-The Hon�ble High Court of Judicature at Bombay has sanctionedthe scheme of amalgamation of Walchand TalentFirst Ltd.with the Company The scheme is operative from the appointeddate i.e. 1st April 2009 as stated in the scheme of Amalgamation.The Audited Annual Accounts of the Company for the FinancialYear ended March 31, 2010 have been prepared afterincorporating the effect of amalgamation. The Company doesnot have any subsidiary as a result of the above amalgamation.For this purpose the Court Convened Meeting of shareholderswas held on 2nd February, 2010 wherein the Resolution forthe approval of Scheme of Amalgamation was passed unanimously.5499 Fully Paid Equity Shares of Rs. 100/- each of the Companyhave been issued to the shareholders of Walchand TalentFirstLtd for consideration other than cash.

7. PARTICULARS OF EMPLOYEESAs required under the provisions of Section 217 (2A) of theCompanies Act, 1956 read with the Companies (Particularsof Employees) Rules, 1975, the names and other particularsare set out in the annexure to this report.

8. INVESTMENTSDuring the Financial Year under report, the outstanding

position in the investment of shares and debentures of variouscompanies were to the tune of Rs. 248.56 lacs as comparedto the last Financial Year�s investment of Rs. 1518.12 lacs.The Book value of the quoted investments for the year underreview was Rs. 23.40 lacs (previous year Rs. 24.87 lacs) andits market valuation was Rs. 16.54 lacs (previous yearRs.8.05 lacs).

9. FIXED DEPOSITThe Company has not accepted any deposits from publicunder the Provisions of Section 58A of the Companies Act 1956and rules framed thereunder during the Financial Year ended31st March 2010. As at March 31, 2010, there is no outstandingliability to fixed depositors.

10. DIRECTORS� RESPONSIBILITY STATEMENTTo the best of their knowledge and belief and according tothe information and explanation obtained by them, yourDirectors make the following statement in terms of Section217(2AA) of the Companies Act, 1956:i) that in the preparation of the Annual Accounts for the

financial year ended March 31, 2010, the applicableaccounting standards had been followed along with properexplanation relating to material departures;

ii) that the Directors had selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs ofthe Company at the end of the financial year endedMarch 31, 2010 and of the loss of the Company forthe said year;

iii) that the Directors have taken proper and sufficientcare for the maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct,1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

iv) that the Directors have prepared the Annual Accountsfor the year ended March 31, 2010, on a going concernbasis.

11. DIRECTORSIn accordance with the Articles of Association of the Companyand provisions of the Companies Act, 1956 Mr. Sanjay Jha,Dr. S.C. Jha and Mr. M.N. Bhagwat retire by rotation atthe ensuing Annual General Meeting and being eligible,offer themselves for re-appointment. Your Directors recommendtheir re�appointment.

12. COMPLIANCE CERTIFICATEAs per Section 383A of the Companies Act, 1956 read withNotification No. G.S.R. 11 (E), Dated 5-1-2009 issuedby the Ministry of Corporate Affairs, a Company havingthe paid up Share Capital of Rs. 10 Lacs or more but lessthan Rs. 5 Crores must obtain a Compliance Certificatefrom a Company Secretary in whole time practice and suchCertificate must be annexed to the Report. Further as perthe said Notification if the Company has employed a CompanySecretary on whole time basis then the said Certificate isnot required to be obtained. Since the Company has employed

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Statement pursuant to Section 217 (2A) of the Companies Act, 1956 and the Companies (Particulars of Employees)Rules, 1975 :

There are no employees who draw remuneration amounting to Rs. 24,00,000per annum.

ADDENDUM TO THE DIRECTOR�S REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2010

STATUTORY AUDITORSM/s. Haribhakti & Co., Chartered Accountants, Mumbai, the retiring Auditors of the Company have expressed their unwillingnessto be reappointed as the Auditors of the Company vide their letter dated 15th July 2010. The Board of Directors recommend theappointment of M/s. K. S. Aiyar & Co, Chartered Accountants as the statutory Auditors of the Company in place of M/s. Haribhakti& Co., Chartered Accountants, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of thenext Annual General Meeting. M/s. K. S. Aiyar & Co, Chartered Accountants have expressed their willingness to act as Auditorsof the Company.

For and on behalf of the Board of Directors

PALLAVI JHA CHAIRPERSON & MANAGING DIRECTOR

Place: MumbaiDate: July 20, 2010

a Company Secretary on whole time basis the provisionrelating to the Compliance Certificate is not applicable tothe Company.

13. CORPORATE GOVERNANCEPursuant to Clause 49 of the Listing Agreement with theStock Exchanges, a Compliance Report on CorporateGovernance together with the Certificate from M/s. PramodS. Shah & Associates � Practising Company Secretariesis annexed as a part of the Annual Report.

14. COST AUDITThe Company is not required to undertake the cost auditas required under Section 233 B of the Companies Act,1956.

15. ACKNOWLEDGMENTYour Directors take this opportunity to express their gratefulappreciation for the excellent assistance and co-operationreceived from Clients, Vendors, Financial Institutions,Bankers, Business Associates and various Governmental,

as well as Regulatory Agencies for their valuable support.Your Directors also wish to place on record their appreciationfor the contribution made by the employees.

For and on behalf of the Board of Directors

PALLAVI JHACHAIRPERSON & MANAGING DIRECTOR

Date: June 28, 2010Place: Mumbai

Registered Office:1, Construction House,Walchand Hirachand Marg,Ballard Estate, Mumbai 400 001

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2009-10 (As required under Clause 49 of the Listing Agreement with the Stock Exchange)

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1. COMPANY�S PHILOSOPHY ON CORPORATE GOVERNANCEWalchand PeopleFirst Ltd. believes that the essence of the Corporate Governance lies in promoting and maintaining integrity,transparency and accountability in the higher echelons of management.Good Corporate Governance contributes to sustainable development by enhancing the performance of companies. CorporateGovernance is one of the pillars of WALCHAND�s focus on sustainability. Better Corporate Governance allows companies torecognize and act to fulfill their environmental and social responsibilities. Accordingly, it contributes to long- term, sustainable growth.Traditional views of governance as a regulatory and compliance requirement have given way to adoption of governance tailoredto the specific needs of the Company. Clause 49 has set the benchmark compliance rules for a listed company and the baselinefor governance standards. Walchand not only adheres to the prescribed corporate practices as per Clause 49 but is constantlystriving to adopt emerging best practices worldwide. It is our endeavor to achieve higher standards and provide oversight andguidance to Management in strategy implementation and risk management and fulfillment of stated goals and objectives.Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target.Our Corporate Governance philosophy is based on the following principles;1. Management must have the executive freedom to drive the enterprise forward without undue restraints and Management

is the trustee of the shareholders capital and not the owner. This freedom of management should be exercised within aframework of effective accountability.

2. Provide an enabling environment to harmonise the goals of maximizing stakeholder value and maintaining a customercentric focus.

3. Have a simple and transparent corporate structure driven solely by business needs.4. Communicate externally, in a truthful manner, about how the Company is running internally.5. Make clear distinction between personal conveniences and corporate resources.6. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.7. Satisfy the spirit of the law and not just the letter of the law.

The Company�s philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Companyand its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholdersand other beneficiaries for their action.Your Board of Directors presents the Corporate Governance Report for the year 2009- 10.

2. BOARD OF DIRECTORS

a. Size and Composition of BoardThe composition and category of Directors as on March 31, 2010 are as under:-

Name of Directors Category No. of Directorships No. of Membership/Chairmanship ofin other Companies other Board Committees

Public Private Member Chairman

*Ms. Pallavi Jha Chairperson and Managing Director - 2 - -Mr. Sanjay Jha Whole time 2 - -Mr. M.N. Bhagwat Independent Non-executive 2 - - 1Dr. S.C. Jha Independent Non-executive - - - -Mr. V.K.Verma Independent Non-executive 1 - - -**Ms. Poonam Barua Independent Non-executive - - - -

*Ms. Pallavi Jha � Re-appointed as a Director of the Company at the Annual General Meeting of the Company held on September30, 2009 under Section 256 of the Companies Act, 1956.** Ms. Poonam Barua � Re-appointed as an Independent Non-executive Director of the Company at the Annual General Meetingof the Company held on September 30, 2009 under Section 256 of the Companies Act, 1956.

b. Attendance at Board Meeting and Annual General Meeting :-During the accounting year 2009-10, five Board Meetings were held on April 28, 2009, July 31, 2009, September 17,2009, October 30, 2009 and January 27, 2010.The Annual General Meeting of the Company for the financial year 2008-2009 was held on September 30, 2009.

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Attendance at Board Meeting and last Annual General Meeting:-

Name of Directors No. of Board Meetings attended Attendance at last AGM

Ms. Pallavi Jha 5 PresentMr. Sanjay Jha 5 PresentMr. M.N. Bhagwat 5 PresentDr. S.C. Jha 1 AbsentMr. V.K.Verma 4 AbsentMs. Poonam Barua 3 Absent

c. Board�s Functioning & Procedures: -The Board has complete access to any information within the Company. At meetings of the Board, it welcomes the presenceof Managers who can provide additional insights into the items being discussed.The items placed at the Meeting of the Board include the following:-l Unaudited Quarterly/Half Yearly financial results and Audited Annual Accounts of the Company, results and capital

employed, for consideration and approval,l Minutes of meetings of Audit, Share Holders Grievance Committee and Remuneration Committee,l Abstracts of circular resolutions passed,l General notices of interest,l Sale and/or purchase of investments, fixed assets,l Review compliance of all laws applicable to the Company including the requirements of the Listing Agreement with

the Stock Exchanges and steps taken by the Company to rectify instances of non compliances, if any,l Related party transactions,l Reviewing the Company�s Financial and Risk Management policies,l Reviewing the business plan and strategy of the Company,l Reviewing the operations of the Subsidiary Company-Walchand TalentFirst Limited,l Financial Results of Subsidiary Company-Walchand TalentFirst Limited,l Minutes of the Board of Directors of Subsidiary Company-Walchand TalentFirst Limited,All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and incertain matters such as financial /business plans, financial results, detailed presentations are made. The Agenda andthe relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions.The Minutes of the Meetings of the Board are circulated through email to all Directors and confirmed at the subsequentMeeting. The Minutes of the Audit Committee, Remuneration Committee, Shareholders� Grievance Committee, and theMinutes of the Board of Directors Meetings of the Subsidiary Company are also are circulated through email to all Directorsand thereafter tabled for discussion at the subsequent Board Meeting.

3. AUDIT COMMITTEEAudit committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The primary objectiveof the Audit Committee is to provide effective supervision of the management�s financial reporting process with a view toensure accurate, timely and proper disclosures.a. Size and Composition:-

The Board constituted an Audit Committee of Directors on April 26, 2001 having Mr. Sanjay Jha, Whole-Time Directorand Dr. S. C. Jha, Non-Executive Independent Director as Members and Mr. M.N. Bhagwat, Non-Executive IndependentDirector as Chairman of the Committee. Mr. V.K. Verma, Non-Executive Independent Director was appointed as a Memberof the Audit Committee with effective from April 12, 2006 by passing a circular resolution, which was noted by the Boardat their meeting, held on April 28, 2006.The Members of the Committee are well versed in finance / accounts, legal matters and general business practices.

b. Attendance at the Audit Committee Meetings:-During the accounting year 2009-10, four Audit Committee Meetings were held on April 28, 2009, July 31, 2009, October 30,2009 and January 27, 2010.

Name of Members No. of Audit Committee Meetings attendedMr. Sanjay Jha 4Mr. M.N. Bhagwat 4Dr. S.C. Jha 1Mr. V.K.Verma 3

c. The functions of the Audit Committee include the following:-l Reviewing the Company�s financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.

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l Recommending the appointment and removal of external Auditor, fixation of Audit fee and also approval for paymentfor any other expenses.

l Reviewing with management the Annual/Half-yearly/Quarterly financial statements before submission to the Board.l Reviewing with management, external and internal Auditors, the adequacy of the internal control systems.l Reviewing the adequacy of Internal Audit function, including reporting structure coverage and frequency of Internal Audit.l Discussion with External Auditors before the Audit, nature and scope of Audit, any significant findings and follow up

thereon as well as post-Audit discussion to ascertain any area of concern.l Reviewing the findings of any internal investigations by Internal Auditors into matters where there is suspected fraud

or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.l To look into the reasons for substantial defaults in the payment to the depositors, shareholders (in case of non payment

of declared dividends) and creditors.l Related party transactions,l To review the matters required to be included in the Director�s Responsibility Statement to be included in the Board�s

report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.l To review the Management discussion and analysis of financial condition and results of operations.All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and incertain matters such as financial results, detailed presentations are made. The Agenda and the relevant notes are sentin advance separately to each Member to enable the Committee to take informed decisions.The Minutes of the Meetings of the Committee are circulated through email to all Directors and confirmed at the subsequentMeeting.

4. REMUNERATION COMMITTEEThe purpose of the Committee shall be to discharge the Board�s responsibilities relating to formulation of compensation plansand policies of the Company�s Executive Directors.a. Size and Composition:-

The Board constituted Remuneration Committee of Directors on April 29, 2004 having Mr. M.N.Bhagwat, Non-executiveIndependent Director, Mr. Shailesh Haribhakti, Non-executive Independent Director as Members and Dr. S. C. Jha,Non-executive Independent Director as Chairman of the Committee.Mr. Shailesh Haribhakti resigned from the Directorship at the Board meeting held on October 27, 2005 as a result heceased to be a member of remuneration committee.Mr. V K Verma, Non- Executive Independent Director of the Company was appointed as a member of the RemunerationCommittee with effective from April 4, 2007 by passing a circular resolution, which was noted by the Board at theirmeeting, held on April 26, 2007.The broad terms of the Committee are to determine and review remuneration/compensation package of Managing Directorand Whole Time Director of the Company.

b. Attendance at the Remuneration Committee Meetings:-During the accounting year 2009-10, there was no change in Company�s Compensation Policy laid down for its ExecutiveDirectors and hence no Meeting of the Committee was held during the accounting year 2009-2010.

c. Disclosure of Remuneration paid :-At present Non�executive and Independent Directors are not paid any remuneration except sitting fees for attendingBoard Meetings.Details of remuneration paid to Directors during the accounting year ended March 31, 2010 are as under:

Name Of Directors Salary Contribution to P.F. Perquisites Sitting Fees Total(Amt in Gratuity and (Amt in Lacs) (Amt in Lacs) (Amt in Lacs) Superannuation Lacs)

Fund (Amt in Lacs)

Ms. Pallavi Jha 24.00 6.00 6.32 0.00 36.32Mr. Sanjay Jha 24.00 6.00 6.40 0.00 36.40Mr. M.N. Bhagwat - - - 0.5 0.5Dr. S. C. Jha - - - 0.1 0.1Mr. V.K.Verma - - - 0.4 0.4Ms. Poonam Barua - - - 0.3 0.3

Note: - Except Ms. Pallavi Jha who is Chairperson and Managing Director and Mr. Sanjay Jha who is Whole Time Directorall other Directors are Non- Executive Directors.

5. SHAREHOLDERS� GRIEVANCE COMMITTEEThe Committee has the mandate to review, redress shareholders� grievances, to approve all share transfers.

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a. Size and Composition:-The Company reconstituted Shareholders Grievance Committee in July 2001 to specifically look into the redressal of theshareholders grievances and also the share transfers and other investor related matters. The Committee consisted ofMr. Sanjay Jha - Chairman and Ms. Pallavi Jha � Member till 19th January, 2009. As per the Provisions of the Clause49(IV)(G) of the Listing Agreement a Non � Executive Director of the Company should be the Chairman of the Shareholders�Grievance Committee. Hence, the Board of Directors in their Board Meeting dated 27th January, 2009 appointed Mr. V. K.Verma, a Non-Executive Director as the Chairman of the Shareholders� Grievance Committee in place of Mr. SanjayJha. Mr. Vivek Wadhavkar, Associate Vice President has been designated as the Compliance Officer.

b. Meeting of the Shareholders� grievance committee Meetings:-During the accounting year 2009-10, thirteen Shareholders� Grievance Committee Meetings were held on 18/05/2009,03/06/2009, 18/07/2009, 17/08/2009, 24/08/2009, 04/09/2009, 07/09/2009, 05/10/2009, 20/10/2009, 21/12/2009, 03/02/2010,18/02/2010, 03/03/2010.

c. The functions of the Shareholders� Grievance Committee include the following:-l Transfer /Transmission of shares,l Issue of duplicate share certificates,l Review of shares dematerialized and all other related matters,l Monitors expeditious redressal of investors� grievances,l Non receipt of Annual report and declared dividend,l All other matters related to shares.

d. Investor Grievance RedressalNumber of complaints received and resolved to the satisfaction of investors during the year under review and theirbreak-up are as under:Type of Complaints No. of complaintsNon Receipt of Annual Reports 0Non Receipt of Dividend Warrants 0Non Receipt of Interest or Redemption Warrants 0Non Receipt of Certificates 0TOTAL 0During the accounting year ended March 31, 2010, no complaint was received from shareholder. All valid share transfersreceived during the accounting year ended March 31, 2010 have been acted upon. There were no share transfers pendingas on March 31, 2010, for more than 30 days.The Shareholders Grievance Committee continued to function effectively and held Thirteen Meetings during the yearunder review. It continued to attend the matters related to Share Transfers and Transmission. This Committee hasthree Members, namely, Ms. Pallavi Jha, Chairperson & Managing Director, Mr. Sanjay Jha, Whole Time Director andMr. V. K. Verma, Independent Non-Executive Director. Mr. Vivek Wadhavkar is designated as Compliance Officer.Ms. Pallavi Jha, Chairperson & Managing Director, Mr. Sanjay Jha, Whole time Director and Mr. V. K. Verma, IndependentNon-Executive Director were present in all thirteen Meetings held during the year.

6. SUBSIDIARY COMPANY�S MONITORING FRAMEWORKThe Minutes of the Meetings of the Board of Subsidiary Company are circulated through email to all Directors and confirmedat the subsequent Meeting.

7. GENERAL BODY MEETINGSa. The particulars of last three Annual General Meetings are as under:-

Financial Year Day and Date Location Time

2006-2007 Friday, July 27, 2007 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai � 400 020. 3.00 P.M.2007-2008 Tuesday, September 30, 2008 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai � 400 020. 11.00 A.M.2008- 2009 Wednesday, September 30, 2009 Walchand Hirachand Hall, Indian Merchant Chambers., IMC Marg, Churchgate, Mumbai � 400 020. 11.00 A.M.

b. Whether any Special Resolutions were passed in the previous three AGMs? Yes.At the Annual General Meeting of the Shareholders held on July 27, 2007, Ms. Pallavi Jha was re-appointed as the ManagingDirector of the Company for a further period of 3 years with effect from July 26, 2007 and Mr. Sanjay Jha was appointedas Whole Time Director of the Company for a period of 3 years with effect from July 27, 2007.

8. DISCLOSURESl Mr. Suresh Jhanwar was appointed as the Associate Vice President - Finance with effect from April 6, 2009.l The Company ratified the supplemental Agreement to the Lease Agreement entered into with Mr. B. M. Shamanna.l Appointment of M/s. S. Ramanand Aiyer & Co. Chartered Accountants as internal Auditors with effect from July 1, 2009

in view of the Merger of the existing internal Auditors viz. M/s. R. Prabhu & Associates with M/s. S. Ramanand Aiyer &Co. Chartered Accountants.

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l Appointment of Mr. Govid Tatyasaheb Fatke of Indian Hume Pipe Limited as Trustee of the Construction EmployeesProvident Fund (CEPF).

l Mr. Suresh Jhanwar, Associate Vice President � Finance resigned with effect from 15th January 2010.l Mr. Shruthi Patni, was appointed as the Associate Vice President - Finance with effect from January 18, 2010.l The related party transactions as per Accounting Standard 18 is set out at note no. 4 of Schedule �O� in notes forming

part of accounts in the Annual Report. These transactions are not likely to have any conflict with the Company�s interestexcept as stated in para 12 of Annexure to Auditors Report.

l The Company has complied with the requirements of the Stock Exchange (BSE), the Securities and Exchange Board ofIndia (SEBI) and Statutory Authorities on all matters related to capital markets and no penalties / strictures were imposedon the Company during the last three years.

l Pursuant to the Order dated December 18, 2009 passed by the High Court of Judicature at Bombay, a Meeting of theShareholders was convened on February 2, 2010 for approving the Schemes of Amalgamation of Walchand TalentFirstLimited, a wholly owned subsidiary of the Company with Walchand PeopleFirst Limited. As required by law, a poll wasconducted at the Meeting and the Resolution pertaining to the approval of the Scheme of Amalgamation was passedunanimously.

l During the year the following amounts were transferred to the Investor Education and protection fund :-

Particulars Date of transfer Amount (Rs.)

Matured Deposits NIL NILInterest on Matured Deposits NIL NILMatured Deposits NIL NILInterest on Matured Deposits NIL NILMatured Deposits NIL NILUnpaid Dividend NIL NILl Adoption of non mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board

from time to time.

9. CODE OF CONDUCTThe Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Codeis reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of theSenior Management. The Code has also been posted on the Company�s website www.walchandpeoplefirst.com.

10. CEO/CFO CERTIFICATIONThe Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting andinternal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and the Chief FinancialOfficer also give quarterly certification on financial results before the Board in terms of Clause 41 of the Listing Agreement.

11. TRADING IN THE COMPANY�S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEESIn compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, our Company has appointed Mr.Vivek Wadhavkaras the Compliance Officer who is responsible for setting policies, procedures for the preservation of price sensitive information,pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in Company�s securitiesunder the overall supervision of the Board. The Company has adopted a Code of Conduct for Prevention of Insider Trading.

12. MEANS OF COMMUNICATIONl The Quarterly and Half-Yearly results of the Company are published in English and Marathi National dailies. The Financial

results are also displayed on the website of the Company www.walchandpeoplefirst.coml The Company is complying with EDIFAR requirement as directed by SEBI. The shareholders can view entries by logging

into the Website �sebiedifar.nic.in�l The Management Discussion and Analysis Report forms a part of this Annual Report, which is sent to each member by post.l The Company informs the Stock Exchange all price sensitive matters or such other matters which are material and of

relevance to the shareholders.

13. DISCLOSURES REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS AS REQUIRED UNDERCLAUSE 49 IV G (i) OF THE LISTING AGREEMENT:-In accordance with the provisions of Section 256 of the Companies Act, 1956, one-third of the total number of Directors forthe time being are liable to retire by rotation, or if their number is not three or a multiple of three, then, the number nearestto one-third, shall retire from the office. Accordingly three Directors of the Company viz Mr. Sanjay Jha, Dr. S. C. Jha andMr. M. N. Bhagwat will be retiring by rotation at the ensuing Annual General Meeting of the Company and being eligibleoffer themselves for re-election.Mr. Sanjay JhaMr. Sanjay Jha joined the Board as a Directors of the Company on September 23rd 1999. Mr. Jha aged 46 years, is an MBAfrom XLRI (Jamshedpur) and also holds postgraduate degree in Economics from Gokhale Institute of Politics & Economics,University of Pune. In his prior assignment Mr. Jha was Senior Vice President with ITC-Thread needle AMC Limited (a subsidiaryof BAT, plc) in charge of Marketing & Sales. Prior to that he was Vice President, Alliance Capital, New York (USA), Assistant

16

Vice President, Bank of America and Senior Manager (Marketing) with ANZ Grindlays Bank Plc. He is a regular columnistin newspapers and a visiting professor at business schools. He is also active in various industry forums and is speaker onvarious panels. He is the Former of Cricketnext.com, a top global website on cricket. He is also a Director of WalchandNetsoft Private Limited and the Director of Walchand & Company Private Limited.Dr. Satish C. JhaDr. Satish C. Jha has done his M.A. from Patna University and M. Sc. & Ph. D., in Agriculture Economics from the prestigiousStanford University and University of Illinois, USA.He was a Consultant to the Economic Commission for Asian and Pacific (UN) during 1995-96. Prior to this, he was Directorof Research � Indian Society of Agricultural Economics, Bombay during 1963-68 and Director & Chief Economist � AsianDevelopment Bank, Manila, Philippines during 1968-1994.He was on the Board of The Delhi Stock Exchange Association Ltd. He is also active in various industries forums and hasdelivered number of keynote addresses in various forum of topical interest. As on 31st March, 2010 he was holding no equityshares of the Company.Mr. M.N. BhagwatMr. M.N. Bhagwat did his Bachelors Degree in Mechanical & Electricals Engineering from the University of IIlionis, USAand Diploma in Business Management from the prestigious Bajaj Institute of Management Studies, Mumbai.He worked in various senior positions both in India and abroad which includes Blue Star Ltd., Yokogawa Blue Star Ltd.,Total Mechanical Systems Inc. USA Skidmore, Owings & Merril, Chicago, USA and Managing Director of Tata Sons Limitedand heading the Corporate Assurance Group, which administers the Tata Brand Equity and the Tata Code of Conduct. He isthe Chairman of the Audit Committee of our Company. As on 31st March, 2010 he was holding no equity shares of the Company.

14. GENERAL SHAREHOLDER INFORMATIONa. Annual General Meeting

l Date : August 30, 2010.l Time : 11.30 A.M.l Venue : Walchand Hirachand Hall,

Indian Merchants�Chamber,IMC Marg, Churchgate, Mumbai � 400 020

b. Financial Calendar :l Financial Reporting forQuarter ending June 30, 2010 By 15th August, 2010Quarter/Half year ending Sept. 30, 2010 By 15th November, 2010Quarter ending December 31 , 2010 By 15th February, 2010Quarter/Year ending March 31, 2011 By 15th May, 2011l Date of Book Closure : August 2, 2010 to August 9, 2010 (both days inclusive).

c. Market informationl Listing on Stock Exchange : The Bombay Stock Exchange Limitedl Listing fee for the year 2009-10 has been paid to the Stock Exchange.l Stock Code- Physical : 501370 on The Bombay Stock Exchange Limitedl ISIN No. NSDL & CDSL : INE 695DO1013l Market Price Data : High / Low price during each

month of 2009-10 on The Bombay Stock Exchange Limitedand BSE Sensex are as under:

SHARE PRICES OF WALCHAND PEOPLEFIRST LIMITED BSE SENSEXMonths Open High Low Close No.of No. of Total High Low Close

Price Price Price Price Shares Trades Turnover Price Price Price(Rs.)

Apr-09 800 1149.95 790.1 986 5324 998 5341942 11,492.10 9,546.29 11,403.25May-09 950.05 1462.55 883.05 1459.75 5192 799 6607868 14,930.54 11,621.30 14,625.25Jun-09 1500 1608.9 1261 1268 7396 1204 10695683 15,600.30 14,016.95 14,493.84Jul-09 1217.1 1401.45 1014 1330.85 2089 612 2596793 15,732.81 13,219.99 15,670.31Aug-09 1333.1 1465 1130 1421.8 3404 900 4586975 16,002.46 14,684.45 15,666.64Sep-09 1400 1635.1 1350 1470.85 6637 1649 9874750 17,142.52 15,356.72 17,126.84Oct-09 1461.1 2698.95 1427.1 1987.1 17800 2556 38625850 17,493.17 15,805.20 15,896.28Nov-09 2041 2180 1796.55 1903.65 5345 1151 10583020 17,290.48 15,330.56 16,926.22Dec-09 1949.95 2313.75 1855 1947.95 4778 1087 9813966 17,530.94 16,577.78 17,464.81Jan-10 2005 3084.95 1949.85 2485.4 18684 4120 49648879 17,790.33 15,982.08 16,357.96Feb-10 2361.15 2738.95 1956 2085.55 4651 1347 10742469 16,669.25 15,651.99 16,429.55Mar-10 2185 2210.9 1771.65 1818.2 4655 1082 9056470 17,793.01 16,438.45 17,527.77

17

SHARE PERFORMANCE OF THE COMPANY IN COMPARISION TO BSE SENSEX

986.00

1459.75

1,268.00 1330.851,421.80 1470.85

1987.101903.65 1947.95

2,485.40

2085.55

1,818.20

11403.25

14625.25 14493.8415670.31 15666.64

17126.8415896.28

16926.2217464.81

16429.5517527.77

16357.96

0.00

200.00

400.00

600.00

800.00

1,000.00

1,200.00

1,400.00

1,600.00

1,800.00

2,000.00

2,200.00

2,400.00

2,600.00

2,800.00

Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10Months

Sha

re P

rice

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

20000

Sen

sex

Share Price Sensex

d. Share Transfer System and other related mattersl Registrar and Share Transfer Agent : For both physical & demat segments:

M/s. Computech Sharecap Limited.�Computech�, 147, Mahatma Gandhi Road, Fort,Mumbai � 400 023Tel No: 22635001-2Fax No.: 22635005Email helpdesk@computechsharecap.com

l Share Transfer System : The shares lodged for transfer are processed by the Registrar and TransferAgent and are approved by Shareholders Grievance Committee. Sharessent for transfer in physical form are registered and returned within amaximum period of 30 days from the date of receipt, subject to documentsbeing valid and complete in all respects. Similarly all requests for dematare received and processed by the Registrar and Transfer Agents andconfirmations given to the depositories within the prescribed time limit.

l Nomination Facilityfor Shareholding : As per the provisions of the Companies Act, 1956, facility for makingnominations is available for shareholders, in respect of the shares heldby them. Nomination forms can be obtained from the Registrar andTransfer agents of the Company.

l Payment of Dividend throughElectronic Clearing Service : The Securities and Exchange Board of India has made it mandatory for

all companies to use the bank account details furnished by the depositoriesfor depositing dividend through Electronic Clearing Service (ECS) toinvestors wherever ECS and bank details are available. In the absence ofECS facilities, the Company will print the bank account details, if available,on the payment instrument for distribution of dividend.

l Unclaimed Dividends : Members wishing to claim dividends, which remain unclaimed, are requestedto correspond with Mr. Vivek Wadhavkar, Compliance Officer, at the Company�sregistered office. Members are requested to note that dividends not encashedor claimed within seven years from the date of transfer to the Company�sUnpaid Dividend Account, will, as per Section 205 A of the Companies Act,1956, be transferred to the Investor Education and Protection Fund.

l Correspondence regarding Changein Address : Member are requested to address all correspondences, including dividend

matters, to the Registrar and Share transfer Agents, M/s. ComputechSharecap Limited, �Computech�, 147, Mahatma Gandhi Road, Fort,

18

Mumbai � 400 023, Tel No: 22635001-5002, Fax No.: 22635005,Email:helpdesk@computechsharecap.com

l Distribution of Share holding as on 31.3.2010

NO. OF EQUITY NO. OF SHARE % OF SHARE- NO. OF % OFSHARES HELD -HOLDERS HOLDERS SHARES HELD SHARE HOLDING

1 - 50 7740 95.96 62554 21.9651 - 100 184 2.28 13599 4.77101 - 200 72 0.89 10202 3.58201 - 300 26 0.32 6317 2.22301 - 400 16 0.20 5526 1.94401 - 500 6 0.07 2777 0.97501 - 1000 11 0.14 7859 2.761001 ANDABOVE 11 0.14 176056 61.80

TOTAL 8066 100 284890 100

Share Holding Pattern as on 31/03/2010

Promoters, Directors & Relatives 51.73%

Public (Individual)

42.54%

Pakistan Enemy Cases 0.08%

Banks, FIIs & Insurance Cos

1.45%Bodies Corporate

4.20%

l Shareholding Pattern as on 31.3.2010Category No. of Shares held Percentage to total (%)

a. Promoters, Directors & Promoter group 147361 51.73b. Mutual Funds Nil 0.00c. Banks, FIs & Insurance Cos. 4131 1.45d. Foreign Institutional Investors (FIIs) Nil 0.00e. Bodies Corporate 11953 4.20f. Pakistan Enemy Cases 225 0.08g. Public (Individuals) 121220 42.54

Total 284890 100.00

CERTIFICATE ON CORPORATE GOVERNANCECertificate on compliance with the conditions of

Corporate Governance under Clause 49 of the Listing Agreement

To the Members of WALCHAND PEOPLEFIRST LIMITED

I have examined the compliance of conditions of Corporate Governance by Walchand PeopleFirst Limited for the yearended 31st March, 2010, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchangesin India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of theCompany.

In my opinion and to the best of my information and according to the explanation given to me, I certify that the Companyhas complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For Pramod S. Shah & Associates Practising Company Secretaries

Place: Mumbai Pramod S. ShahDate: June 28, 2010 Membership No. 334

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l Dematerialisation of Shares : The shares of the Company can be held and traded in electronic form78.73 % (224278 no. of shares) of the Company�s share holdings havebeen dematerialised as on 31.3.2010

l Outstanding GDRs/ ADRs : Ni/ Warrants or anyconvertible Instrument,conversion date and likelyimpact on equity.

l Plant Location : Not Applicable.l Address for Correspondence : WALCHAND PEOPLEFIRST LIMITED

1, Construction HouseWalchand Hirachand Marg,Ballard Estate, Mumbai � 400 001Tel: 22618095/8096, 67818181Fax: 22610574Email:vivek@walchandgroup.comwww.walchandpeoplefirst.com

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DECLARATION

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the SeniorManagement Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended 31st March2010.

For WALCHAND PEOPLEFIRST LIMITED

Pallavi JhaChairperson & Managing Director

Place: MumbaiDate: June 28, 2010

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, Pallavi Jha, Chairperson & Managing Director and Shruthi Patni, Associate Vice President - Finance and Accounts, ofWALCHAND PEOPLEFIRST LIMITED, to the best of our knowledge and belief, certify that:

1. We have reviewed the amalgamated balance sheet and profit and loss account and notes on accounts, as well as the cash flowstatements and the directors� report;

2. Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the statements made;

3. Based on our knowledge and information, the financial statements and other financial information included in this report,fairly present in all material respects, the financial condition, results of the operations and cash flows of the Company as of,and for, the periods presented in this report, and are in compliance with the existing accounting standards and/or applicablelaws and regulations.

4. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegalor violative of the Company�s Code of Conduct.

5. The Company�s other certifying officers and we, are responsible for establishing and maintaining disclosure controls andprocedures for the Company, and we have :

a. designed such disclosure controls and procedures to ensure that material information relating to the Company, is madeknown to us by others within those entities particularly during the period during which this report is being prepared; and

b. evaluated the effectiveness of the Company�s disclosure, controls and procedures.

6. The Company�s other certifying officers and we, have disclosed based on our most recent evaluation, wherever applicable, tothe Company�s auditors and the Audit Committee of the Company�s Board of Directors (and persons performing equivalentfunctions):

a. all significant deficiencies in the design or operation of internal controls, which could adversely affect the Company�sability to record, process, summarize and report financial data, and have identified for the Company�s auditors, anymaterial weakness in internal controls;

b. any fraud, whether or not material, that involves management or other employees who have a significant role in theCompany�s internal controls;

c. the Company�s other certifying officers and we, have indicated in this report whether or not there were significantchanges in internal controls or other factors that could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness; and

d. all significant changes in the accounting policies during the year, if any, and that the same have been disclosed in thenotes to the financial statements.

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7. In the event of any materially significant misstatements or omissions, the signing officers will return to the Company thatpart of any bonus or incentive or equity �based compensation, which was inflated on account of such errors, as decided by theAudit Committee;

8. We affirm that we have not denied any personnel access to the Audit Committee of the Company;

9. We further declare that all Board members and senior managerial personnel have affirmed compliance with the code ofconduct for the current year.

Place: Mumbai Pallavi Jha Shruthi PatniDate: June 28, 2010 Chairperson & Managing Director Associate Vice President - Finance and

Accounts

AUDITORS� REPORT

22

TO THE MEMBERS OF WALCHAND PEOPLE FIRSTLIMITED

1. We have audited the attached Balance Sheet of WalchandPeople First Limited (�the Company�) as at March 31,2010 and also the Profit and Loss account and the cashflow statement for the year ended on that date annexedthereto, which are the revised statements of the originalBalance Sheet and Profit & Loss account covered byour audit report dated May 10, 2010 and adopted bythe Board of Directors at the 989th Board Meeting heldon May 10, 2010. These financial statements are theresponsibility of the Company�s management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditingstandards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by management,as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonablebasis for our opinion.

3. As required by the Companies (Auditor �s Report)Order, 2003, as amended by the Companies (Auditor�sReport) (Amendment) Order, 2004, issued by the CentralGovernment of India in terms of sub-section (4A) ofSection 227 of �The Companies Act, 1956� of India (the�Act�) and on the basis of such checks of the books andrecords of the company as we considered appropriateand according to the information and explanationsgiven to us, we give in the Annexure a statement onthe matters specified in paragraphs 4 and 5 of the saidOrder.

4. Without qualifying our opinion, attention is invited toNote No.3 in Part 2 of schedule No.P to the financialstatements, with regard to the scheme of amalgamationas approved by the Honorable High Court on April 9, 2010and filed with ROC on May 7, 2010. The revised financialstatements has given effect to the said amalgamationwith effect from April 1, 2009 being the appointed dateand our procedures on subsequent events are restrictedsolely to the amendments on the financial statementas described in Note no. 3.

5. Further to our comments in the paragraph 3 above, wereport that:i. We have obtained all the information and explanations,

which to the best of our knowledge and belief were

necessary for the purposes of our audit;ii. In our opinion, proper books of account as required

by law have been kept by the Company so far asappears from our examination of those books;

iii.The balance sheet, profit and loss account and cashflow statement dealt with by this report are in agreementwith the books of account;

iv. In our opinion, the balance sheet, profit and loss accountand cash flow statement dealt with by this reportcomply with the accounting standards referred toin sub-section (3C) of section 211 of the CompaniesAct, 1956.

v. On the basis of the written representations receivedfrom the directors, as on March 31, 2010, and takenon record by the Board of Directors, we report thatnone of the director is disqualified as on March 31, 2010from being appointed as a director in terms of clause(g) of sub-section (1) of section 274 of the CompaniesAct, 1956.

vi. In our opinion and to the best of our information andaccording to the explanations given to us, the saidaccounts give the information required by the CompaniesAct, 1956, in the manner so required and give a trueand fair view in conformity with the accountingprinciples generally accepted in India;a) in the case of the balance sheet, of the state of

affairs of the Company as at March 31, 2010;b) in the case of the profit and loss account, of the

loss for the year ended on that date; andc) in the case of cash flow statement, of the cash

flows for the year ended on that date.

For Haribhakti & Co.Chartered Accountants

Firm Registration No.103523W

SARAH GEORGEPlace: MUMBAI PartnerDate: June 29, 2010 Membership No. 45255

ANNEXURE TO THE AUDITORS� REPORT

Referred to in paragraph 3 of the Auditors� Report of evendate to the members of Walchand People First Limited onthe financial statement for the year ended 31st March, 2010(i) (a) The Company has maintained proper records

showing full particulars, including quantitativedetails and situation of fixed assets.

(b) The fixed assets of the company have been physicallyverified by the management during the year andno material discrepancies were noticed on such

23

verification. In our opinion, the frequency ofverification is reasonable.

(c) There was no substantial disposal of fixed assetsduring the year.

(ii) The Company does not hold any Inventory. Therefore,the provisions of clause 4(ii) of the Companies (Auditor�sReport) Order, 2003 (as amended) are not applicableto the Company.

(iii) (a)As informed, the Company has not granted any loans,secured or unsecured to companies, firms or otherparties covered in the register maintained undersection 301 of the Companies Act, 1956 and henceclauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Companies(Auditor�s Report) Order, 2003 (as amended) are notapplicable to the company.

(b)The Company had taken loan from a company coveredin the register maintained under section 301 of theCompanies Act, 1956. The maximum amount involvedduring the year was Rs. 179.50 lacs and the year-endbalance of loans taken from such parties wasRs. 174.50 lacs.

(c)In our opinion and according to the information andexplanations given to us, the rate of interest andother terms and conditions for such loans are notprima facie prejudicial to the interest of the Company.

(d)The loans taken are re-payable on demand. As informed,the lenders have not demanded repayment of anysuch loan during the year, thus, there has been nodefault on the part of the company. The interest ispayable on demand and are being provided for regularly.

(iv) In our opinion and according to the information andexplanations given to us, there is an adequate internalcontrol system commensurate with the size of theCompany and the nature of its business with regardto purchase of fixed assets and with regard to the saleof services. During the course of our audit, no majorweakness has been noticed in the internal controlsystem in respect of these areas. During the course ofour audit, we have not observed any continuing failureto correct weakness in internal control system of thecompany.

(v) (a)According to the information and explanations providedby the management, we are of the opinion that theparticulars of contracts or arrangements referredto in section 301 of the Act that need to be enteredinto the register maintained under section 301 havebeen so entered.

(b)In our opinion and according to the information andexplanations given to us such transactions havebeen made at prices which are reasonable havingregard to the prevailing market prices at the relevanttime.

(vi) The company has not accepted any deposits from thepublic within the meaning of Sections 58A and 58AA

of the Act and the rules framed there under.(vii)In our opinion, the Company has an internal audit system

commensurate with the size and nature of its business.(viii)To the best of our knowledge and as explained, the

Central Government of India has not prescribed themaintenance of cost records under clause (d) of sub-section(1) of Section 209 of the Act for any of the services ofthe company.

(ix) (a)The Company is regular in depositing with appropriateauthorities undisputed statutory dues includingprovident fund, investor education and protectionfund, employees� state insurance, income-tax,wealth-tax, service tax, cess and other material statutorydues applicable to it. As explained to us, the provisionsregarding sales tax, custom duty and excise dutyare presently not applicable to the Company.

(b)According to the information and explanations givento us, undisputed amounts payable in respect ofprovident fund, investor education and protectionfund, employees� state insurance, income-tax,wealth-tax, service tax, sales-tax, cess and otherundisputed statutory dues were outstanding, at theyear end, for a period of more than six months fromthe date they became payable are as follows:

Name of Nature of Amount Period to which Due Date Date of

the statute the dues (Rs.In Lacs) the amount relates Payment

The Payment ofBonus Act, 1965 Bonus 0.09 2007-08 31.3.2009 -

Finance Act, 2004 Service Tax 0.04 2008-09 31.3.2009 -

(c)According to the records of the Company, the duesoutstanding of income-tax, sales-tax, wealth-tax,service tax and cess on account of any dispute, areas follows:

Name of Nature of Amount Period to which Forum wherethe statute dues (Rs)the amount relates disputeis pending

Income Tax 1988-89,Act,1961 Income Tax 104.63 1990-91 to 1997-98, CIT(A)

2003-04 to 2005-06Penalty u/s 271(1)(c) 0.59 1986-87 CIT(A)Penalty u/s 271(1)(c) 2.59 2002-03 ITAT

Income Tax 13.64 1988-89 Mumbai High CourtMunicipalCorporation of GreatMumbai(BMC) Property Tax 143.78 2000-09 Mumbai High CourtMumbai PortTrust Municipal dues 33.99 2002-03 Mumbai High Court

(x) The Company does not have accumulated losses at theend of the financial year. It has incurred cash lossesduring the financial year covered by our audit ofRs. 62.78 Lacs and Rs.Nil in the immediately precedingfinancial year.

(xi) Based on our audit procedures and as per the informationand explanations given by the management, we are ofthe opinion that the Company has not defaulted inrepayment of dues to a financial institution, bank ordebenture holders.

24

(xii) According to the information and explanations givento us and based on the documents and recordsproduced to us, the Company has not granted loansand advances on the basis of security by way of pledgeof shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or anidhi / mutual benefit fund / society. Therefore, theprovisions of clause 4(xiii) of the Companies (Auditor�sReport) Order, 2003 (as amended) are not applicableto the Company.

(xiv) In respect of dealing / trading in shares, securities,debentures and other investments, in our opinionand according to the information and explanationsgiven to us, proper records have been maintainedof the transactions and contracts and timely entrieshave been made therein. The shares, securities,debentures and other investments have been heldby the Company, in its own name.

(xv) According to the information and explanations givento us, the Company has given guarantee for loanstaken by others from bank or financial institutions,the terms and conditions whereof in our opinion arenot prima-facie prejudicial to the interest of theCompany.

(xvi) Based on information and explanations given to usby the management, term loans were applied forthe purpose for which the loans were obtained.

(xvii) According to the information and explanations givento us and on an overall examination of the balancesheet of the Company, we report that no funds raisedon short-term basis have been used for long-terminvestment.

(xviii) The company has not made any preferential allotmentof shares to parties and companies covered in theregister maintained under section 301 of the CompaniesAct, 1956.

(xix) The Company did not issue any debentures duringthe year.

(xx) The Company did not raise any money by way of publicissue during the year.

(xxi) Based upon the audit procedures performed for thepurpose of reporting the true and fair view of thefinancial statements and as per the information andexplanations given by the management, we reportthat no fraud on or by the Company has been noticedor reported during the course of our audit.

For Haribhakti & Co.Chartered Accountants

Firm Registration No.103523W

Sarah GeorgePlace: Mumbai PartnerDate: June 29, 2010. Membership No.45255

BALANCE SHEET AS AT MARCH 31, 2010

25

As At As At31.03.2010 31.03.2009

Schedule Rupees in Lacs Rupees in LacsSOURCES OF FUNDS :SHAREHOLDERS� FUNDShare Capital A 290.39 284.89Reserves & Surplus B 322.71 1838.14

LOAN FUNDS

Secured Loans C 203.87 5.43Unsecured loan D 184.29 34.30

Deferred Tax Liabilities (Net) 20.44 -TOTAL 1,021.70 2,162.76

APPLICATION OF FUNDS :FIXED ASSETSGross Block E 724.52 463.19Less : Accumulated Depreciation 334.75 224.17NET BLOCK 389.77 239.02

Investments F 248.56 1518.12

Deferred Tax Assets (Net) - 28.05

Current Assets, Loans And AdvancesSundry Debtors G 167.25 0.00Cash and Bank Balances H 39.02 6.52Other Current Assets I - 6.67Loans and Advances J 815.73 697.47

1,022.00 710.66Less : Current Liabilities and ProvisionsCurrent Liabilities K 417.74 128.27Provisions L 220.89 204.82

638.63 333.09NET CURRENT ASSETS 383.37 377.57

TOTAL 1,021.70 2,162.76

Significant Accounting Policies and Notes To Accounts P

FOR AND ON BEHALF OF THE BOARD OF DIRECTORSAs per our attached report of even dateFor Haribhakti & Co. PALLAVI JHA Chairperson & Managing DirectorChartered Accountants

SANJAY JHA Whole Time DirectorSARAH GEORGEPartner HARSHAD MANE Company SecretaryMembership No. 45255

SHRUTHI PATNI Associate Vice President - FinanceAnd Accounts

Place : Mumbai Place : MumbaiDate : 29.06.2010 Date : 28.06.2010

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

26

For the Year Ended For the Year Ended 31.3.2010 31.3.2009

Schedule Rupees in Lacs Rupees in LacsINCOME :Dividend and Interest M 9.81 28.48Profit from Sale of long term investments 3.19 0.34Training Income(Tax Deducted Rs.67.06 LacsPrevious Year Rs 140.05 Lacs ) 1,055.71 -Other Income N 138.02 94.77

TOTAL 1,206.73 123.59

EXPENDITURE :Employees� Remuneration and Other Expenses O 1,183.06 75.88Loss on Sale Of Investments 0.16 3.59Interest on Loan 36.35 4.49Depreciation, Amortisation and Impairment 54.08 19.60

TOTAL 1,273.65 103.56

PROFIT / (LOSS) BEFORE TAXATIONAND PRIOR PERIOD ITEMS (i) (66.92) 20.03Provision for Tax (ii)Minimum Alternative Tax - (2.58)Income Tax - Earlier Year (0.21) 5.21Fringe Benefit Tax - (0.74)Fringe Benefit Tax- Earlier Year (0.46) -Wealth Tax (Net of written back of earlier year ofRs 0.24 lacs in 2009-10,Nil in P.Y.) (2.78) (3.15)Deferred Tax (48.49) (146.58)PROFIT/(LOSS) AFTER TAXES (i)-(ii) (118.86) (127.81)Add/(Less): Net Prior Period Income/(Expense) (8.98) 9.18

NET PROFIT/(LOSS) (127.84) (118.63)

Basic & Diluted Earnings Per Share in Rs.(Refer Note No. 6 of Notes to Accounts) (44.02) (41.64)( Face value of Rs. 100 each)

Significant Accounting Policies and Notes To Accounts P

FOR AND ON BEHALF OF THE BOARD OF DIRECTORSAs per our attached report of even dateFor Haribhakti & Co. PALLAVI JHA Chairperson & Managing DirectorChartered Accountants

SANJAY JHA Whole Time DirectorSARAH GEORGEPartner HARSHAD MANE Company SecretaryMembership No. 45255

SHRUTHI PATNI Associate Vice President - FinanceAnd Accounts

Place : Mumbai Place : MumbaiDate : 29.06.2010 Date : 28.06.2010

SCHEDULES FORMING PART OF BALANCE SHEET

27

As at As at31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

SCHEDULE A : SHARE CAPITAL

Authorised Capital :2,00,000 Preference Shares of Rs. 100/- each(PY�2,00,000 Preference Shares of Rs. 100/- each) 200.00 200.0023,00,000 Equity Shares of Rs. 100/- each(PY- 8,00,000 Equity Shares of Rs. 100/- each) 2,300.00 800.00

TOTAL 2,500.00 1,000.00

Issued, Subscribed and paid up :

Share capital 284.89 284.892,84,890 Equity Shares of Rs. 100/- each , fully paid up(P.Y.- 2,84,890 Equity Shares of Rs. 100/- each , fully paid up)146,498 Equity Shares are held by Walchand & Co. PrivateLimited - Holding Co.(P.Y.- 150,075, Equity Shares are held byWalchand & Co. Private Limited - Holding Co.)Shares suspense account (Refer Note No. 3 of Schedule P) 5.50 -(5,499 shares of Rs. 100 each. Refer Note No. 7 below).

TOTAL 290.39 284.89

Of the above Equity Shares :1. 11,666 Shares were issued in 1961 by converting 35,000 Promoters� Shares of Rs. 3.75 each (Rs. 1,31,250) into 11,666 Shares

of Rs.11.25 each and by utilising Rs. 2,18,730 from Capital Reserves for issue of 11,666 Shares of Rs. 18.74936 each andconsolidating the two.

2. 43,333 Shares of Rs. 30 each were issued in 1961 as Bonus Shares by utilising Capital Reserve of Rs. 12,99,990.

3. During 1966, the face value of 1,71,675 Equity Shares was increased from Rs. 30 each to Rs. 50 each by utilising ofRs. 34,33,500 from Reserve for Investments and Advances. Further 34,335 bonus Equity Shares of Rs. 50 each were issuedas fully paid by capitalisation of Rs. 17,16,750 out of General Reserve.

4. During 1970, the face value of equity Shares was increased from Rs. 50 to Rs. 60 per share by capitalising Rs. 20,60,100from General Reserve.

5. During 1984, the face value of Equity Shares was increased from Rs. 60 to Rs. 100 per share by capitalising Rs. 82,40,400from General Reserve.

6. During 1994-95, 78,880 Equity Shares of Rs. 100.00 each were issued to the promoters on the preferential basis.

7. During 2009-10, 5499 Equity Shares of Rs 100 each were issued to one of the shareholder of the transferor company -Walchand TalentFirst Limited, on account of the scheme of amalgamtion.As on 31st March 2010, these shares were not allotted to the shareholder. Hence, the same is shown as a part of Sharesuspense account. These shares are allotted on 10th May 2010.

As at As at31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

SCHEDULE B : RESERVES AND SURPLUS

Capital Redemption ReserveOpening balance 81.25 81.25Less : Transferred to General reserve (72.75) -

(as per amalgamation scheme)Closing balance 8.50 81.25Securities Premium AccountOpening balance 181.42 181.42Add : On account of amalgamation 49.53 -Closing balance 230.95 230.95 181.42 181.42Reserve Funds Under Section 45 - IC (1) of theReserve Bank Of India (Amendment) Act, 1997 206.47 206.47Less: Transfer to General Reserve (206.47) - - 206.47

General ReserveOpening Balance of Profit & Loss Account 1,369.00 1487.63Add : Accumalated losses ofWalchand TalentFirst Limited acquired on amalgamation (669.34) -Less : Inter Company goodwill on amalgamation (805.72) -Add : Loss during the year (127.84) (118.63)Add : Transfer from RBI Reserve-Reserve Funds UnderSection 45 - IC (1) of the Reserve Bank Of India(Amendment) Act, 1997 206.47 -Add : Transfer From Capital Redemption Reserve 72.75 -Add : Amalgamation Reserve 37.94 83.26 - 1,369.00

TOTAL 322.71 1,838.14

SCHEDULE C : SECURED LOANS

Term Loan from HDFC Bank 47.35 -Term Loan is secured by

- Personal Guarantee of Executive Chairman- Mortgage of Sterling Heritage, Mumbai

Cash Credit from HDFC Bank 154.27 -Secured By�- Hypothecation of Book Debts and Fixed AssetsLien against the Shares, Stocks And securitiesVehicle Loan 2.25 5.43(Secured by Hypothecation of Vehicles )

TOTAL 203.87 5.43

SCHEDULE D : UNSECURED LOANS

Long term (Payable within one year - NIL, Previous year - NIL)Due to Holding Company 174.50 33.50Interest Accrued And Due 9.79 0.80

TOTAL 184.29 34.30

SCHEDULES FORMING PART OF BALANCE SHEET

28

29

SCHEDULE E : FIXED ASSETS (At Cost)

SCHEDULES FORMING PART OF BALANCE SHEET

Rupees in LacsGROSS BLOCK DEPRECIATION IMPAIRMENT NET BLOCK

ASSETS Fixed Assets Depreciation

Taken Over on Balance on

Cost as at account of Cost as at As at account of For the Total As At For the As At As At As At

01.04.2009 Amalgamation @ Additions Deductions 31.03.2010 01.04.2009 amalgamation @ Period Dedts/Adjus 31.03.2010 01.04.2009 Period 31.03.2010 31.03.2010 31.03.2009

Tangible Assets

Building 331.71 - - 331.71 128.64 10.15 - 138.79 - - - 192.92 203.07

Leasehold Building Improvement 48.76 17.58 - 66.34 3.12 2.55 - 5.67 - - - 60.67 0.00

Plant and Machinery 9.42 - - 9.42 8.60 0.11 - 8.71 - - - 0.71 0.81

Furniture and Fixtures 32.27 75.68 0.25 0.73 107.47 22.61 17.21 12.51 0.22 52.11 - - - 55.36 9.66

Data Processing and Allied

Equipments 25.51 20.90 0.83 0.32 46.92 24.02 10.56 5.13 0.17 39.54 - - - 7.38 1.49

Office Equipments 29.48 8.15 4.98 0.43 42.18 20.81 1.62 2.98 0.10 25.31 - - - 16.87 8.67

Electric Instalations 4.85 42.09 4.78 - 51.72 2.72 7.21 5.21 - 15.14 - - - 36.58 2.13

Vehicles 22.95 - - 22.95 13.01 2.57 - 15.58 - - - 7.37 9.94

Total Tangible Assets 456.19 195.58 28.43 1.48 678.71 220.41 39.72 41.21 0.49 300.85 - - - 377.86 235.77

Intangible Assets

Membership Card Capital 7.00 - - 7.00 - 3.75 3.25 7.00 - 3.25

Franchise Fee 34.01 - - 34.01 16.34 8.64 - 24.98 - - - 9.03 0.00

Software - Customised (HR) 4.80 - - 4.80 0.96 0.96 - 1.92 - - - 2.88 0.00

Total Intangible Assets 7.00 38.81 0.00 0.00 45.81 0.00 17.30 9.60 0.00 26.90 3.75 3.25 7.00 11.91 3.25

As at March 31,2010 463.19 234.39 28.43 1.48 724.52 220.41 57.02 50.81 0.49 327.75 3.75 3.25 7.00 389.77 239.02

As at March 31, 2009 489.43 0.33 26.57 463.19 223.70 19.60 22.88 220.42 3.75 - 3.75 239.02

@ - Represents assets acquired on account of amalgamation of Walchand TalentFirst Limited as on 1st April 2009.

SCHEDULE F : INVESTMENTS (OTHER THAN TRADE)

30

SCHEDULES FORMING PART OF BALANCE SHEET

As at March 31.2010 As at March 31.2009PARTIULARS Face Quantity Rs in Lacs Quantity Rs in Lacs

Value

SHARES FULLY PAID :INVESTMENTS - Long Term(1) Quoted InvestmentsAssociated Cement Company Ltd. 1 10 0.03 10 0.03Bengal & Assam Company Ltd. 10 58 - 58 -Bharati Airtel Ltd. 5 28 0.12 48 0.24Biocon Ltd. 10 126 0.29 126 0.29Cairn India Ltd. 10 - - 79 0.13Cholamadalam DBS Finance Ltd. 10 24 0.05 24 0.05Financial Technologies Ltd. 2 - - 9 0.04HDFC Bank Ltd. 10 3 0.04 13 0.11Hindustan Dorr - Oliver Ltd. 2 750 0.50 375 0.50H T Media Ltd. 2 673 1.38 673 1.38ICICI Bank Ltd. 10 25 0.19 123 0.35Idea Cellular Ltd. 10 - - 486 0.18Infrastructure Dev. Finance Co. Ltd. 10 111 0.06 295 0.14IRB Infrastructure Developers Ltd. 10 - - 281 0.37ITC LTd 1 69 0.14 - -J K Industries Ltd. 10 750 1.41 750 1.41Kalpataru Power Transmission Ltd. 10 84 1.34 84 1.34KPIT Cummins Infosystems Ltd. 2 1,750 2.98 1,750 2.98Larsen & Toubro Ltd. 2 - - 26 0.15MIC Electronics Ltd. 2 75 0.11 75 0.11Network 18 Media & Investment Ltd 10 355 1.63 355 1.63Onmobile Global Ltd. 10 44 0.23 44 0.23Patni Computer Systems Ltd. 10 360 2.02 360 2.02Prithvi Information Solutions Ltd. 10 300 1.03 300 1.03PSL Holdings Ltd. 10 236 0.89 236 0.89Punj Lloyd Ltd. 2 - - 61 0.09Reliance Capital Ltd. 10 16 0.16 57 0.17Reliance Industries Ltd. 10 28 0.33 14 0.13Rural Electrification Corpn . Ltd. 10 - - 448 0.44Sasken Communications Tech. Ltd. 10 400 1.92 400 1.92Simplex Infrastructure Ltd. 2 185 1.24 185 1.24State Bank of India Ltd. 10 - - 13 0.12Suzlon Energy Ltd 2 127 0.15 - -TATA STEEL LTD 10 27 0.12 - -Tech Mahindra Ltd. 10 169 2.51 169 2.51United Spirits Ltd. 10 - - 26 0.13Wire And Wireless ( India ) Ltd. 10 400 - 400 -Zee Entertainment Ltd. 1 800 2.34 800 2.34Zee News Ltd. 10 361 0.18 361 0.18

TOTAL - A 23.40 24.86

SCHEDULE F : INVESTMENTS (Contd.)

SCHEDULES FORMING PART OF BALANCE SHEET

31

As at March 31.2010 As at March 31.2009PARTIULARS Face Quantity Rs in Lacs Quantity Rs in Lacs

Value

(2) Unquoted InvestmentsBombay Mercantile Co-op Bank Ltd. 30 166 0.05 166 0.05PSE Securities Ltd. 0 - - 1 2.00Pune Stock Exchange Ltd. 0 - - 5,000 0.05Sushrusha Citizens Co-operative Hospital Ltd. 100 100 0.10 100 0.10(3) Walchand Talentfirst Ltd. -

Subsidiary Company 10 - 12,650,000 1,265.00Total- B 0.15 1,267.20

(4). Investment In Preference SharesUnquotedWalchand & Co.Pvt.Ltd.(5% Cum.RedeemablePreference Shares) 1000 13,333 133.33 13,333 133.33Network 18_Fincap_PCCCPS 100 - - 76 0.08TOTAL - C 133.33 133.41

(5). Investment In UnitsUnquotedKotak 30 - Dividend 10 43,211.145 19.59 39,138.336 18.42Prudential ICICI Discovery Fund - Dividend 10 58,994.916 13.46 58,994.916 13.46Reliance Equity Fund - Dividend 10 30,182.615 5.10 30,182.578 5.10Reliance Growth Fund - Growth 10 6,888.165 32.57 6,888.165 32.57Reliance Long Term Equity Fund - Dividend 10 99,749.971 16.55 99,749.971 16.55Sundaram BNP Paribas EquityMultiplier Fund - Dividend 10 47,975.400 4.79 47,975.400 4.80TOTAL - D 92.06 90.89

(6). Investments In DebenturesTelevision Eighteen India Ltd. 150 62 0.01 62 0.01TOTAL - E 0.01 0.01

(7). Investments In Immovable Property Walchand Co-op. Housing Society Ltd. 50 5 0.003 5 0.003TOTAL - F 0.003 0.003

INVESTMENTS - CurrentUnquotedInvestment In UnitsKotak Floaters Long Term - Growth 10 - - 15,614.541 2.14Tata Liquid Fund - Dividned 10 5.764 0.07 5.591 0.06TOTAL - G 0.07 2.21

TOTAL OF (A to G ) 249.02 1,518.58

SCHEDULES FORMING PART OF BALANCE SHEET

32

SCHEDULE F : INVESTMENTS (Contd.)

As at As at As at As at31.03.2010 31.03.2010 31.03.2009 31.03.2009

Cost Market Value Cost Market Value

NOTES :Aggregate of Investments:-

1. Quoted Investments 23.40 16.54 24.87 8.052. Unquoted Investments 225.62 - 1,493.71 -

249.02 16.54 1,518.58 8.05Less:- Provision for Diminution in value of shares 0.46 - 0.46 -

248.56 - 1,518.12 -

SCHEDULES FORMING PART OF BALANCE SHEET

33

As at As at31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

SCHEDULE G : SUNDRY DEBTORS( Unsecured, & Considered Good, Unless Otherwise Stated)

Over Six Months 4.24 -Others 163.01 -

TOTAL 167.25 -

SCHEDULE H : CASH AND BANK BALANCES

Cash on hand 0.11 0.29Balance with Scheduled Banks :

In Current Accounts 33.88 1.11In Other Accounts 5.03 5.12

TOTAL 39.02 6.52

SCHEDULE I : OTHER CURRENT ASSETS

Dividend Receivable - 6.67

TOTAL - 6.67

34

SCHEDULES FORMING PART OF BALANCE SHEET

As at As at31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

SCHEDULE J: LOANS AND ADVANCES(Unsecured & Considered Good)

Considered Good : - Advance Recoverable in Cash or in Kind For Value to be Received 67.69 16.50Loan given to Walchand TalentFirst Limited - 259.12Interest Accrued But Not due - 14.09- Security and other Deposits 113.05 33.35- Advance Tax 634.99 374.41

815.73 697.47 Considered Doubtful :- Advance Recoverable in Cash or in Kind For Value to be Received 1.27 1.27

817.00 698.74 Less : Provision for Doubtful Loans and Advances 1.27 1.27

TOTAL 815.73 697.47

SCHEDULE K: CURRENT LIABILITIES

Security Money Deposits 48.63 45.15Supplier Bills Liability- MSME 0.33 -Others 87.47 7.22Sundry Creditor For Expenses 219.57 56.63Other Liability 48.22 5.65Preference Share Holders unclaimed Liability 8.49 8.50Investor Education & Protection Fund A/c. (as and when due*)- Unclaimed Dividends 5.03 5.12

TOTAL 417.74 128.27

(*These figures do not include any amount due and outstanding to be credited to Investor Education & Protection Fund)

SCHEDULE L : PROVISIONS

Provision for Taxation, Wealth Tax & Fringe Benefit Tax 207.50 204.82 Provision For Gratuity 13.39 0.00

TOTAL 220.89 204.82

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT

35

For the year ended For the year ended31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

SCHEDULE M : DIVIDENDS AND INTEREST

Dividends (From Investment other than Trade) 9.57 9.01 Interest(Tax deducted Rs.Nil, P. Y. Rs.4.36 Lacs) 0.24 19.47

TOTAL 9.81 28.48

SCHEDULE N : OTHER INCOME

Income from Property ( Tax Deducted Rs 1.73 Lacs, PY-Rs 20.45 Lacs) 88.24 68.41 Miscellaneous Income 7.91 3.31 Interest on Income Tax refund 0.91 19.94 Provision for Expenses Written-back 40.96 1.26 Profit on Sale of Assets - 1.85

TOTAL 138.02 94.77

SCHEDULES FORMING PART OF PROFIT & LOSS ACCOUNT

For the year ended For the year ended31.03.2010 31.03.2009

Rupees in Lacs Rupees in Lacs

36

SCHEDULE O : EMPLOYEES� REMUNERATION AND OTHER EXPENSES

Employee�s Remuneration -Salary and Bonus 401.06 31.86Contribution to Provident Fund and Other Funds 29.11 5.96Gratuity 7.07 0.30Welfare Expenses 36.52 4.59

Repairs-( For Building-0.40 Lacs in 2009-10,PY-0.35 Lacs)( For Others- 12.77 Lacs in 2009-10, PY-2.36 Lacs) 13.17 2.71Electricity Charges 15.31 0.97Insurance Charges 1.75 1.00Rent 114.57 0.27Rates and Taxes 3.87 0.57Advertisement and Publicity 16.18 0.97Traveling and Conveyance Charges 24.47 2.26Legal and Professional Expenses 31.35 4.89Printing and Stationery Charges 4.43 2.17Telephone Charges 11.63 1.00Internet /Technology Expenses 18.69 0.01Office Expenses 18.07 2.52Office Cleaning Expenses 6.40 0.61Security Expenses 7.65 0.61Water Charges 1.00 0.07Entertainment Expenses 5.20 0.07Brokerage Paid 7.17 -Miscellaneous Expenses 13.75 3.72Training Expenses 66.34 -Royalty 97.65 -Training Centre Related Expenses 218.31 -Loss on Sale of Assets 0.40 -Fixed Assets Written Off - 1.95Directors� Sitting Fees 2.40 1.40Directors� Traveling 4.53 3.79Auditors� Remuneration and Other Expenses ( Excluding Service Tax) (a) Statutory Audit ( including Limited Review) 4.10 1.35 (b) Tax Audit Fees 0.80 0.20 (c) Out of pocket Expenses 0.11 0.06

TOTAL 1,183.06 75.88

37

SCHEDULE P : ACCOUNTING POLICIES AND NOTES FORMINGPART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010

A. SIGNIFICANT ACCOUNTING POLICIES:

1. Basis of Preparation:The financial statements have been prepared to comply in all material respects with the Accounting Standards notifiedby Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act,1956. The financial statements have been prepared under the historical cost convention on an accrual basis except incase of assets for which provision for impairment is made and revaluation is carried out. The accountings policieshave been consistently applied by the Company and are consistent with those used in the previous year.

2. Use of Estimates:The preparation of financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentliabilities at the date of the financial statements and the results of operations during the reporting period. Althoughthese estimates are based upon management�s best knowledge of current events and actions, actual results could differfrom these estimates.

3. Fixed Assets:Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchaseprice and any attributable cost of bringing the asset to its working condition for its intended use.

4. Depreciation:Depreciation is provided using the Written down value as per the rates prescribed under schedule XIV of the CompaniesAct, 1956.

Schedule XIV Rates (WDV)Buildings 5%Plant and Machinery 13.91%Furniture and Fixtures 18.10%Data Processing and Allied Equipments 40.00%Office Equipments 13.91%Electric Installations 13.91%Vehicles 25.89%

5. Impairment:i. The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment

based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an assetexceeds its recoverable amount. The recoverable amount is the greater of the asset�s net selling price and valuein use. In assessing value in use, the estimated future cash flows are discounted to their present value at theweighted average cost of capital.

ii. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.A previously recognized impairment loss is increased or reversed depending on changes in circumstances. Howeverthe carrying value after reversal is not increased beyond the carrying value that would have prevailed by chargingusual depreciation if there was no impairment.

6. Intangible Assets:Amount paid as franchisee rights and HR Software is treated as an intangible asset and is amortized over a periodof 5 years from the date of incurring such expenditure on pro-rata basis.

7. Revenue Recognition:(a) In case of Open Program, income is recognized at the commencement of the program.(b) In case of Corporate Program, appropriate revenue is recognized when confirmed order is received and there is

reasonable certainty of completion of the program.(c) In case of Long term course (i.e. courses more than 6 weeks duration), revenue is accrued over the period of the

course.

38

(d) Dividend Revenue is recognized when the shareholders� right to receive payment is established by the balancesheet date.

(e) Interest is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

8. Foreign Currency Transactions:Foreign currency transactions(i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amountthe exchange rate between the reporting currency and the foreign currency at the date of the transaction.

(ii) ConversionForeign currency monetary items are reported using the closing rate.

(iii) Exchange DifferencesExchange differences arising on the settlement of monetary items at rates different from those at which they wereinitially recorded during the year, or reported in previous financial statements, are recognized as income or asexpenses in the year in which they arise.

9. Investments:(a) Investments that are readily realizable and intended to be held for not more than a year are classified as current

investments. All other investments are classified as long-term investments.(b) Current investments are carried at lower of cost and fair value determined on an individual investment basis.(c) Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a

decline other than temporary in the value of the investments.(d) Carrying amount of an individual investment is determined on the basis of the average carrying amount of the

total holding of the investment.

10. Retirement and other Employee Benefits:i. A retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions are

charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. Thereare no other obligations other than the contribution payable to the respective funds.

ii. Gratuity liabilities are defined benefit obligations and are provided for on the basis of an actuarial valuationmade at the end of each financial year. The company makes contribution to the Employees� Group �cum-lifeAssurance scheme of the L.I.C. India.

iii. Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.iv. Liability under the Super Annuation fund is charged to the Profit and Loss account immediately.

11. Borrowing Costs:Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takesa substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respectiveasset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and othercosts that an entity incurs in connection with the borrowing of funds.

12. Segment Reporting PoliciesIdentification of segments:The Company�s operating businesses are organized and managed separately according to the nature of services provided,with each segment representing a strategic business unit that offers different products and serves different markets.Inter segment Transfers :The Company generally accounts for intersegment sales and transfers as if the sales or transfers were to third partiesat current market prices.Allocation of common costs :Common allocable costs are allocated to each segment according to the relative contribution of each segment to thetotal common costs.Unallocated items :Includes general corporate income and expense items which are not allocated to any business segment.Segment Policies :The company prepares its segment information in conformity with the accounting policies adopted for preparing andpresenting the financial statements of the company as a whole.

13. Leases:Leases where the lessor effectively retains substantially all risk and reward of ownership of the leasehold assets areclassified as operating lease. Operating lease payments are recognized as an expense in the profit and loss accounton straight-line basis over the lease term.

14. Earnings Per Share:Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders(after deducting preference dividends and attributable taxes) by the weighted average number of equity sharesoutstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extentthat they were entitled to participate in dividends relative to a fully paid equity share during the reporting period.The weighted average number of equity shares outstanding during the period are adjusted for events of bonus issue;bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares).

15. TaxesTax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to bepaid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxesreflects the impact of current year timing differences between taxable income and accounting income for the yearand reversal of timing differences of earlier years.Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balancesheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set offcurrent tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to thetaxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent thatthere is reasonable certainty that sufficient future taxable income will be available against which such deferred taxassets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, alldeferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can berealised against future taxable profits.At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecogniseddeferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be thatsufficient future taxable income will be available against which such deferred tax assets can be realised.The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down thecarrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, asthe case may be, that sufficient future taxable income will be available against which deferred tax asset can berealised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as thecase may be, that sufficient future taxable income will be available.MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the company willpay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT) creditbecomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance Noteissued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit andloss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date andwrites down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence tothe effect that Company will pay normal Income Tax during the specified period.

16. Provisions and ContingenciesA provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that anoutflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.Provisions are not discounted to its present value and are determined based on best estimate required to settle theobligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect thecurrent best estimates.Contingent liabilities are disclosed, unless the possibility of an outflow of resources embodying the economic benefitis remote.Contingent assets are not provided.

17. Cash and Cash equivalentsCash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand.

39

B. OTHER NOTES1. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised

in the ordinary course of business. The provisions for all known Liabilities are adequate.

2. Contingent Liabilities:Particulars As at 31st March,2010 As at 31st March,2009

( Rs in Lacs) ( Rs in Lacs)(a) The Income Tax assessment of the Company is

completed upto Assessment Year 2006-2007.The total disputed amount under appeals are stated,tax liability on which is not ascertainable which arepending before the Income Tax authorities.Management does not foresee any tax liabilitymaterializing from the same. 390.05 418.63

(b) Corporate Guarantee given to a bank on behalf ofWalchand & Company Pvt Ltd 240.00 240.00

(c) Corporate Guarantee given to a bank on behalf ofWalchand TalentFirst Limited. � 250.00

(d) In relation to payment of Rates & Taxes payable toMunicipal Corporation of Great Mumbai (B M C) forthe period from 1st April 2000 to 31st March 2010 thedemand amount stated is disputed and Appeal ispending before the High Court. 143.78 110.60

(e) In relation to Lease rental payable to MumbaiPort Trust the disputed amount stated has beenchallenged by the Company in the High Court. 33.39 33.39

3. (a) Name of the amalgamating companies- Walchand TalentFirst Limited(b) Nature of Business - Talent Development, Training, Coaching and other allied Management Services(c) Method Of Accounting used for amalgamation�Pooling Of Interest Method(d) Effective Date of Amalgamation for Accounting Purpose � 01.04.2009(e) Particulars of the Scheme-

During the year the scheme of Arrangement and Amalgamation (�the Scheme�) of Walchand PeopleFirst Limited(WPFL) and Walchand TalentFirst Limited (WTFL) was duly approved by the Board of the Company at itsmeeting held on 17th September,2009 and subsequently approved by the Honorable High Court of Mumbaivide order dated 9th April,2010 and was filed with Registrar Of Companies on 6th May,2010. Pursuant to theabove Scheme the entire business and all assets and liabilities of Walchand TalentFirst Limited will be transferredand vested in the Walchand PeopleFirst Limited effective from 01st April,2009 in the financial year 2010 -11.Hence, the financial statements are revised for the year ended 31st March 2010, which were earlier adoptedon 10th May 2010, in order to give the effect of this scheme.The operations of Walchand TalentFirst Limited being mainly the training business will continue with WalchandPeopleFirst Limited. All the assets and liabilities of Walchand TalentFirst Limited will be merged in thebooks of Walchand PeopleFirst Limited in accordance with the aforesaid scheme of merger. Consequently,Walchand TalentFirst Limited will no longer be in existence post this merger. The merger is consistent withthe Company�s long-term strategy to focus its activities in the areas of training and to integrate, rationalizeand streamline the management structure of the merged business. This scheme of merger is effective fromthe appointed date being 1st April, 2009.The amalgamation is in the nature of merger and thus qualify to be accounted for under �Pooling of interestMethod� as per Accounting Standard (AS-14)- ��Accounting for Amalgamations� issued by the Institute ofChartered Accountant of India as stated in the Companies (Accounting Standards) Rules, 2006 and anyamendments thereto. Accounting treatment as per the scheme approved by the Honorable High Court willbe as under:l All the assets and liabilities of Amalgamating Company will be transferred to Amalgamated Company at

their book values as at the close of business of the day immediately preceding the Appointed Date.l The investments in the Equity Share Capital of Amalgamating Company of Rs.1265 Lacs appearing in

the books of accounts of Amalgamated Company will stand cancelled.l The inter-company loans, bonds, debentures, advances, deposit balances or other obligations as between

the Transferor Company and the Transferee Company will stand cancelled.40

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l The amount of Goodwill appearing in the books of accounts of the amalgamating Company as at the appointeddate shall be adjusted against the �General reserve account� in the books of the amalgamated Company.

l An amount equal to the balance lying to the debit balance of the profit and loss in the books of the accountsof the transferor Company shall be adjusted against the transferee Company to its �General reserve� account.

l The �Capital Redemption Reserve� to the extent excess of Preference Share Holders unclaimed liabilityshall be transferred to �General Reserve Account�.

l The deficit of the book value of the net assets of the Transferor Company, as appearing in the Books ofAccount of the Transferor Company, over the paid up value of the shares, to be issued and allotted, pursuantto Clause 13 above, shall be respectively credited to the �General Reserve Account�.

(f) 5499 Equity shares were issued to one of the share holder of Walchand TalentFirst Limited pursuant toamalgamtion with the company. The percentage of the equity shares exchanged to effect the amalgamationis 1.8936%.

(g) Details of assets and liabilities are as follows :l The Investment in the Equity Share Capital of the Walchand TalentFirst Limited of Rs.1265 Lac/- appearing

in the books of accounts of the Company stands cancelled.l Inter- Company balance stand to be cancelled.

The following assets and liabilities of Walchand TalentFirst Limited are taken over by Walchand PeopleFirstLimited as on 1st April 2009 :Particulars Rs. in LacsFixed Assets 983.12Current Assets 500.51Total Assets A 1483.63LessLoan Liability 377.17Current Liabilities 417.83Total Liabilities B 795.00Net assets A-B 688.63Add : Profit and Loss balance (Debit) 669.34Total X 1357.97Securities premium Y 49.53NET X � Y 1308.44Less : Shares held by Walchand PeopleFirst Limited 1265.00Balance shares held by a shareholder P 43.44Shares issued to the above shareholder on account of amalgamtion Q 5.50Amalgamation reserve P � Q 37.94Other information :Add Investment in Share Capital by the Company 5.50Amalgamation reserve accounted in General reserve inthe books of Walchand PeopleFirst Limited. 37.94

4. Related Party Disclosures:a. Description of Companies: -

Name of the Related Party Nature of Relationshipi) Walchand & Co. Pvt. Ltd. Holding Companyii) Walchand Netsoft Pvt Ltd

(Formerly WalchandCricketnext.com Private Limited) Controlled Companyiii)Walchand TalentFirst Limited Subsidiary during 08-09

(Merged with Walchand People FirstLtd. w.e.f April 1, 2009)

B. Key Management Personnel: -Name of the Related Party Nature of RelationshipMrs. Pallavi Jha Chairperson & Managing DirectorMr. Sanjay Jha Whole Time Director

C. Relative of Key Management Personnel: -Name of the Related Party Nature of RelationshipMrs. Kamalini Bahubali Mother of Ms.Pallavi Jha

D. Related Parties transactions in accordance with Accounting Standard � 18 in case of holding company: (Rupees in Lacs)

Sr. No Nature of Transactions 2009-2010 2008-2009i) Interest Received on Inter Corporate Deposit/Loans

- Walchand & Company Private Limited � 0.83- Walchand TalentFirst Limited � 18.22

ii) Interest Paid on Inter Corporate Deposit- Walchand & Company Private Limited 10.00 1.01

iii) Dividend on Preference shares received- Walchand & Company Private Limited 6.67 6.67

iv) Dividend Paid During the Year- Walchand & Company Private Limited � 15.01- Mrs. Kamalini Bahubali � 0.05- Ms. Pallavi Jha � 0.02

v) Inter Corporate Deposits Liquidated / repaid during the year- Walchand & Company Private Limited 5.00 52.00

vi) Inter Corporate Deposits Accepted during the year- Walchand & Company Private Limited 146.00 33.50

vii) Rent received- Walchand & Company Private Limited 0.51 0.51- Ms. Pallavi Jha 1.92 2.07

viii) InvestmentWalchand TalentFirst Limited � 300.00

ix) Loan givenWalchand TalentFirst Limited � 160.48

x) Loan received backWalchand TalentFirst Limited � 107.47

xi) Services received- Walchand Netsoft Private Limited 14.40 �

xii) Transactions with Key Management Personnel- Managing Director�s Remuneration 36.32 14.59- Whole time Directors Remuneration 36.40 14.46

xiii) Reimbursement of expensesWalchand TalentFirst Limited � 32.69

xiv) Premise & Resources sharingWalchand TalentFirst Limited - Resources and Premises Not Applicable 0.00Walchand & Co Pvt Ltd - Resources and Premises 0.51 0.51Walchand Net Soft Pvt Ltd - Premises 0.00 0.00

xv) Balances as on 31st March,2010- Inter Corporate Deposits- Walchand & Company Private Limited 174.50 33.50LoanWalchand TalentFirst Limited � 217.95- InvestmentWalchand TalentFirst Limited � 1265.00Walchand & Co. Pvt. Ltd. � Preference Shares 133.33 133.33-Sundry CreditorsWalchand Net Soft Pvt Ltd 3.39 --

xvi) Personal guarantee given by Chairman for term loan from a bank 150.00 �

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5. Employee benefit disclosure � AS � 15The Company has classified various employee benefits as under;(A) Defined contribution plans

a. Provident Fundb. Superannuation Fund

The Provident Fund are operated by the Regional Provident Fund Commissioner and Trustee of ConstructionEmployees Provident Fund and the superannuation fund is administered by the Life Insurance Corporation ofIndia. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to theretirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.The Company has recognized the following amounts in the Profit and Loss Account for the year

Year ended Year ended31st March 2010 31st March 2009

(Rs. In Lacs)

(i) Contribution to Provident Fund 15.25 0.91

(ii) Contribution to Employee�s Superannuation Fund 6.82 2.67

(iii)Contribution to Construction Employees Provident Fund 2.30 2.28

(B) Gratuity and other post-employment benefit plans: (AS 15 120(b))The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of servicegets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The schemeis funded with an insurance company in the form of a qualifying insurance policy.The following tables summarize the components of net benefit expense recognized in the profit and loss accountand the funded status and amounts recognized in the balance sheet for the plans.

Profit and Loss accountNet employee benefit expense (recognized in Employee Cost) [AS15 Para 120 ( c) (i) to (x)]

(Rs. In Lacs) (Rs. In Lacs)

Particulars 2009-2010 2008-2009

Current service cost 3.69 0.36

Interest cost on benefit obligation 1.24 0.27

Expected return on plan assets (0.66) 0.61Net actuarial( gain) / loss recognised in the year 3.56 0.26Past service cost �- �-Net benefit expense 7.83 1.50Actual return on plan assets 8% 8%

Balance SheetDetails Of Provision of Gratuity

(Rs. In Lacs) (Rs. In Lacs)

Particulars 2009-2010 2008-2009Defined benefit obligation 23.19 3.94Fair value of plan assets 9.00 7.24Net (14.19) 3.30Less: Unrecognised past service cost Plan asset / (liability) � �-Plan asset / (liability) (14.19) 3.30

Changes in the present value of the defined benefit obligation are as follows: [AS15 Para 120(e) (i) to (viii)]

(Rs. In Lacs) (Rs. In Lacs)Particulars 2009-2010 2008-2009Opening defined benefit obligation 14.62 3.38Interest cost on benefit obligation 1.24 0.27Current service cost 3.69 0.36Benefits paid � (0.33)Actuarial (gains) / losses on obligation 3.64 0.26Closing defined benefit obligation 23.19 3.94

Changes in the fair value of plan assets are as follows: Gratuity

Rs.( In Lakhs)2009-10 2008-09

Opening fair value of plan assets 8.08 6.88Expected return 0.66 0.61Contributions by employer 0.20 0.07Benefits paid � 0.33Actuarial gains / (losses) 0.07 �Closing fair value of plan assets 9.01 7.24

The overall expected rate of return on assets is determined based on the market prices prevailing on that date,applicable to the period over which the obligation is to be settled. There has been significant change in expectedrate of return on assets due to the improved stock market scenario. [AS15 Para 120(j)]

The principal assumptions used in determining gratuity benefit obligations for the Company�s plansare shown below:{AS15 Para 120 (l) (i) to (v)}

2009-10 2008-09% %

Discount rate 6.75 8.00Expected rate of return on assets 8.00 8.00Employee turnover 30.00 30.00

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other relevant factors, such as supply and demand in the employment market.[AS15 Para 120(m)]Amounts for the current and previous periods are as follows: [AS15 Para 120(n)] 1

2009-2010 2008-09

Defined benefit obligation 23.19 3.94Plan assets 9.00 7.24Surplus / (deficit) (14.19) 3.30Experience adjustments on plan liabilities 3.64 �-Experience adjustments on plan assets 0.06 � -

6. Earning Per Share (EPS)

(Rupees in Lacs)

Particulars 2009-2010 2008-2009I Profit After Tax available for Equity Shareholders (127.84) (118.63)II Weighted average number of equity shares for Earnings 290,389 284,890

Per Share @ Rs. 100 EachIII Basic & diluted E.P.S. (in Rs.) (44.02) (41.64)

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7. Segment Reporting:-Walchand PeopleFirst Limited is engaged in the business of training in soft skills. Also, there are investments heldfrom which income is derived. All the operations are carried out in India.

(Rupees in Lacs)

Investment Training Others Total2009-10 2008-09 2009-10 2008-09 2009-10 2008-09 2009-10 2008-09

Revenues 13.00 28.82 1055.71 1068.72 28.82Unallocated Revenue 138.03 94.77 138.03 94.77Results (PBIT) (75.04) (55.81) (73.97) (149.01) (55.81)

Unallocated 109.50 89.50 109.50 89.50

Total Results (39.50) 33.69Operating Profit (39.50) 33.69Interest Expenses (36.35) (4.49)

Net Profit/ (Loss) before tax (75.86) 29.20Tax Expenses (51.93) (147.84)

Net Profit/ (Loss) after tax (127.83) (118.64)Other Information :

Segment Assets 521.55 2091.87 503.43 1024.99 2091.87Unallocated Assets 635.40 402.82 635.40 402.82

Total Assets 521.55 2091.87 503.43 635.40 402.82 1660.34 2494.69Segment Liability 105.50 114.48 651.79 757.28 114.48

Unallocated Corporate Liabilities 289.95 257.19 289.95 257.19Total Liabilities 105.50 114.48 651.79 289.95 257.19 1047.23 371.67Capital Expenditure 0.53 0.33 27.90 28.43 0.33

Depreciation/Amortisation/ Impairment 20.48 19.60 33.63 54.11 19.60

Non cash Expenses - otherthan depreciation 1.95 1.95

8. Obligations on Long-term, Non cancelable operating leasesa. Lease Rental on Premises (Lease Taken)

The lease rentals charged during the year and maximum obligations on long-term, non-cancelable, operating leasespayable as per the rentals stated in the respective agreements :

(Rupees in Lacs)

2009-10 2008-09Lease rentals recognized during the period 229.15 ��

(Rupees in Lacs)

Lease Obligations 2009-10 2008-09Within one year of the balance sheet date 172.28 ��Due in a period between 1 year and 5 years 444.98 ��Due after five years 113.07 ��

Other Termsii) Additional amount of Service Tax will be paid on these rentals as per the applicable rates existing at the time

of paymentl Rs.146.19 lacs has been grouped under Training Centre expenses in Profit and Loss Account .

l After the completion of 1 year from their respective dates of inception, lease rent will get escalated as perthe agreement.

b. Operating Lease of EquipmentsThe lease rentals charged during the period in the profit and loss account and maximum obligations on long-term,non-cancelable, operating leases payable as per the rental agreements is :

(Rupees in Lacs)

2009-2010 2008-09Lease rentals recognized during the period 31.52 �-

(Rupees in Lacs)

Lease Obligations 2009-2010 2008-09Within one year of the balance sheet date 62.46 ��Due in a period between 1 year and 5 years 51.67 ��Due after five years � ��

Other Termsi) The Operating lease arrangements extend for a maximum of 3 years from their respective dates of inception

and relate to rented premises.ii) Additional amount of Service Tax will be paid on these rentals as per the applicable rates existing at the time

of paymentiii) After the completion of 1 year from their respective dates of inception, lease rent will get escalated as per the

agreement.c. Lease Provided

The Company has non-cancelable operating leases on equipped premises leases. The leases extend for periodsbetween 1 year and 12 years from the date of inception.1) (Rupees in Lacs)

2009-10 2008-09Lease rentals received during the year 90.16 70.51

2) (Rupees in Lacs)* Lease rentals 2009-10 2008-09Within one year of the balance sheet date 66.49 69.39Due in a period between 1 year and 5 years 5.16 8.59Due after five years 1.20 1.70

3) Details of assets given on lease (Rupees in Lacs)

ASSETS GROSS BLOCK DEPRECIATION NET BLOCK

Cost as at Cost as at As at For the Dedts/ Adjus Total As At As At

01.04.2009 Additions Deductions 31.03.2010 01.04.2009 Period 31.03.2010 31.03.2010 31.03.2009

Building 325.46 325.46 126.42 9.93 136.38 189.08 199.04

* In the absence of lease period in the agreements entered with Assistant Collector of Central Excise and Anuditiinvestment Pvt Ltd. pertaining to future years, the future rental values are not disclosable.* There are no restrictions on further sub lease. Some assets are given on further sub lease by lessee.* Additional amount of Service Tax will be collected on these rentals as per the applicable rates existing at the timeof payment* After the completion of 1 year from their respective dates of inception, lease rent will get escalated as per the agreement.

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9. In accordance with Accounting Standard 22. �Accounting for Taxes on Income� issued by the institute of CharteredAccountant of India,the Holding Company has recognized in its financial statements the Deferred Tax Liabilitiesamounts to Rs.20.44 Lacs.

(Rupees in Lacs)Particulars As at 31.03.2010 As at 31.03.2009A. Deferred Tax Assets

Unabsorbed Depreciation � 48.24Others 2.44 2.60Total � A 2.44 50.84

B. Deferred Tax LiabilitiesDifference in Book and Tax WDV of Fixed Assets 22.87 22.79Total � B 22.87 22.79Net Deferred Tax Assets/ (Liabilities) - (A-B) (20.44) 28.05Charge to Profit and Loss Account during the Year 48.49 146.58

10. Details of Prior Period Items :a) Prior Period Income

(Rs. In Lacs)

Particulars 2009-10 2008-091) Reversal of Bonus provided for the year 2008-2009 0.93 �-2) Interest received on Income Tax Refund 0.73 9.495) Full & Final Settlement received from ex-employee 0.57 ��

2.23 9.49

b) Prior Period Expenses (Rs. In Lacs)Particulars 2009-10 2008-091) Postage and Telegram Expenses 0.236 �-2) Demat Charges 0.006 �-3) Administrative Charges 2.056 �-4) EDLI Contribution 0.002 �-5) Co Cont to FPF 0.031 �-6) Professional Fees 0.075 0.127) Technology Expenses 0.43 �-8) Motorola & Product Tailoring Charges 0.12 �-9) International Freight Charges 0.06 �-10) Electricity Expenses 0.04 �-11) Subscription �- 0.0512) Printing & Stationery Expenses �- 0.0313) Telephone Expenses �- 0.0214) Courier Charges 0.08 0.0115) Entertainment Expenses �- 0.0716) Traveling Inland 0.10 �-17) Sales Incentive �- �-18) Rent 7.97 �-

Total 11.20 0.30

11. Statement showing Disclosure of Units purchased and sold during the year 2009-10:(Rs. In Lacs)

Name of the Equity Mutual Fund Purchased during the year* Sold during the yearQuantity Value (Rs) Quantity Value (Rs)

Kotak 30 Dividend 4072.809 1.17 - -

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(Rs. In Lacs)Name of the Debt Mutual Fund Purchased during the year* Sold during the year

Quantity Value (Rs) Quantity Value (Rs)Kotak Floaters Long Term (G) 15,614.541 2.14Tata Liquid Fund � Fortnightly Dividend 0.173 0.002Total 0.173 0.002 15,614.541 2.14* Purchases include dividend reinvested.

Statement showing Disclosure of Shares purchased and sold during the year 2009-10:-(Rs. In Lacs)

Name of the Company Purchased during the year Sold during the year

Quantity Value (Rs) Quantity Value (Rs)

Bharti Airtel Limited 28 0.12 48 0.24Cairn India Ltd � � 79 0.13Financial Technologies Ltd. � � 9 0.04HDFC Bank Ltd 3 0.04 13 0.11Hinduastan Dorr Oliver Ltd 375 � � �ICICI bank Ltd 25 0.19 123 0.35Idea Cellular Ltd � � 486 0.18Infrastructure Development Finance Co.Ltd. 10 0.014 194 0.09IRB Infrastructure Developers Ltd. � � 281 0.37ITC Limited 69 0.14 � �Larsen & Toubro Ltd. � � 26 0.15Pune Stock Exchange Ltd- � � 5,000 0.05Pune Stock Exchange Ltd- � � 1 2.00Punj Lloyd Ltd. � � 61 0.09Reliance Capital Ltd. 16 0.16 57 0.17Reliance Industries Ltd. 14 0.33 14 0.13Reliance Industries Ltd.- Bonus Issue 14 � � �Rural Electrification Corpn. Ltd. � � 448 0.44State Bank of India Ltd. � � 13 0.12Suzlon Energy Limited 127 0.154 � �TATA Steel Limited 27 0.12 � �United Spirits Ltd. � � 26 0.13

708 1.26 6,879 4.78Statement showing Disclosure of Preference Shares purchased and sold during the year 2009-10:-

Name of the Company Purchased during the year* Sold during the year

Quantity Value (Rs) Quantity Value (Rs)

Network 18 Fincap � � 76 0.08

Statement showing Disclosure of Units purchased and sold during the year 2008-09. (Rs. In Lacs)Name of the Equity Mutual Fund Purchased during the year* Sold during the year

Quantity Value (Rs) Quantity Value (Rs)Kotak 30 Dividend 36,255.801 1.40Name of the Debt Mutual FundK Gilt Savings Plan � (G) 31,455.623 6.36 31,455.623 6.36K Liquid (Growth) 35,597.636 5.80 36,929.031 6.01Kotak Floaters Long Term (G) 22,354.713 3.07 6,740.172 0.93Tata Liquid Fund � Fortnightly Dividend 0.645 0.01 � �Unit Trust Of India � � 8,091.00 8.09Total 89,408.62 15.24 83,215.82 21.39* Purchases include dividend reinvested.

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Statement showing Disclosure of Shares purchased and sold during the year 2008-2009:-(Rs. In Lacs)

Name of the Company Purchased during the year Sold during the yearQuantity Value (Rs) Quantity Value (Rs)

Walchand TalentFirst Limited 30,00,000 300.00Aditya Birla Nuvo Ltd � � 5 0.08Aurobindo Pharma Ltd 70 0.23 70 0.23Balrampur Chini Mills Ltd 325 0.30 325 0.30Bharat Earth Movers Ltd 7 0.08 15 0.17Bharati Airtel Limited 48 0.24 � �Biocon Ltd 63 0.29 � �Cairn India Ltd 79 0.13 � �Chennai Petroleum Corporation Ltd � � 26 0.08Corporation Bank Ltd � � 375 1.55Development Credit Bank Ltd 794 0.48 959 0.64Divi�s Laboratories Ltd. 21 0.29 21 0.29Financial Technologies Ltd. 9 0.04 � �Geodesic Information Systems Ltd � � 41 0.08HDFC Bank Ltd 13 0.11 � �Hindustan Dorr - Oliver Ltd � � 130 0.17Hindustan Petroleum Corporation Ltd � � 271 0.83H T Media Ltd � � 43 0.09ICICI bank Ltd 123 0.35 � �Idea Cellular Ltd 486 0.18 � �Indraprastha Gas Ltd � � 479 0.65Infrastructure Development Finance Co.Ltd. 295 0.14 � �IRB Infrastructure Developers Ltd. 140 0.10 � �Kalpataru Power Transmission Ltd. � � 5 0.08Larsen & Toubro Ltd. 26 0.15 � �Maruti Udyog Ltd. � � 119 1.00MIC Electronics Ltd. 25 0.19 10 0.08Mind Tree Consulting Ltd. 50 0.17 332 1.86Network 18 Fincap � � 24 0.09Network 18_Fincap - (Preference Shares) 76 0.08 76 0.11NIIT Ltd. 85 0.10 1333 1.42Onmobile Global Ltd. 1 0.01 7 0.04PSL Holdings Ltd. � � 13 0.05Punjab National Bank � � 12 0.07Punj Lloyd Ltd. 61 0.09 34 0.12Rashtriya Chemical & Fertilizers Ltd. 130 0.09 130 0.09Reliance Capital Ltd. 94 0.67 37 0.50Reliance Industries Ltd. 14 0.13 � �Rural Electrification Corpn. Ltd. 448 0.44 � �Simplex Infrastructures Limited � � 15 0.10State Bank of India Ltd. 13 0.12 � �Stone India Ltd. � � 717 1.14Tech Mahindra Ltd. 6 0.05 6 0.09United Spirits Ltd. 26 0.13 � �Videsh Sanchar Nigam Ltd 18 0.09 38 0.19Total 30,03,546 305.45 5,668 12.19

12. Statement showing purchase and sale and opening and closing securities giving breakup in respect of eachclass of securities traded in by the company and the individual quantity of the same for the year 2009-10:

(Rupees in Lacs)

Particulars Opening Purchases during the Year Sold during the Year Closing

Qty Amt Qty Amt Qty Amt Qty Amt

Investment in Equity Mutual Fund 2,82,929.366 90.89 4,072.809 1.17 � � 2,87,002.175 92.06Investment in Debt Mutual Fund 15,620.13 2.21 0.173 0.002 15,614.54 2.14 5.763 0.06Investment in Equity Shares 14,781.01 27.02 708 1.26 6879 4.78 8,610.00 23.51Investment in Preference Shares 13,409 133.44 � � 76 0.08 13,333.00 133.36Investment in Debentures 62.00 0.02 � � � � 62.00 0.02Walchand Co-op. Housing Society Ltd. 5 0.003 � � � � 5 0.003

Total 3,26,806.506 253.583 4,780.982 2.432 22,569.54 7.00 3,09,017.938 249.02

Statement showing purchase and sale and opening and closing securities giving breakup in respect of each class ofsecurities traded in by the company and the individual quantity of the same for the previous year 2008-09.

(Rupees in Lacs)Particulars Opening Purchases during the Year Sold during the Year Closing

Qty Amt Qty Amt Qty Amt Qty Amt

Investment in Equity Mutual Fund 2,78,117.218 89.49 4,812.148 1.40 � � 2,82,929.366 90.89Investment in Debt Mutual Fund 9,427.339 8.36 89,408.62 15.24 83,215.82 21.39 15,620.13 2.21Investment in Equity Shares 16,405.01 33.75 4,370.00 5.45 5,918.00 12.19 14,857.01 27.02Investment in Subsidiaries Shares 96,50,000.00 965.00 30,00,000.00 300.00 � � 1,26,50,000.00 1,265.00Investment in Preference Shares 13,409.00 133.34 � � � � 13,409.00 133.44Investment in Debentures 62.00 0.06 1.00 0.99 1.00 1.04 62.00 0.02

Total 99,67,420.56 1230.10 30,98,591.77 323.09 89,134.82 34.62 1,29,76,877.50 1518.58

13. Loans & Advances includes due from the companies under the same management within the meaningof sub- section (1B) of Sec- 370:

(Rupees in Lacs)Name of the Company Amount Outstanding Maximum Outstanding

2009-10 2008-09 2009-10 2008-09Walchand TalentFirst Ltd - 217.95 - 217.95

14. Managerial Remuneration : (Rupees in Lacs)

Particulars 2009-10 2008-09Chairperson and Managing Director(i) Salary 24.00 10.35(ii) Contribution to Provident Fund 2.88 1.24(iii) Contribution to Superannuation Fund 3.12 1.35(iv) Perquisites 6.32 1.65

Total 36.32 14.59

Particulars 2009-10 2008-09Whole- Time Director(i) Salary 24.00 10.22(ii) Contribution to Provident Fund 2.88 1.13(iii) Contribution to Superannuation Fund 3.12 1.33(iv) Perquisites 6.40 1.78

Total 36.40 14.46

Note: - Gratuity has been computed for all the employees of the company. There are no particular computations forChairperson & Whole Time Director. Hence the gratuity is not included in Managerial Remuneration

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15. Foreign Currency TransactionsThe year end foreign currency exposures that have not been hedged are given below:Amount paid in foreign currency on account of the following:

As on 31st March, 2010 As on 31st March, 2009

Particulars Currency Amount in (Rs in Lacs) Amount in (Rs in Lacs)Foreign Currency Foreign Currency

Royalty Remitted USD 327955.55 147.58 �� ��Royalty Remitted EURO 10626.82 6.84 �� ��Traveling Expenses USD 2377.77 1.07 �� ��Others ( Registration Fees) USD 200 0.10 �� ��

16. Company has sent letters to suppliers to confirm whether they are covered under Micro, Small and Medium EnterprisesAct, 2006 as well as they have filed required memorandum with the prescribed authorities. Out of the letters send tothe parties, some confirmations have been received till the date of finalization of Balance Sheet.

Particulars AS AT AS AT31st March, 2010 31st March, 2009

(Rs. in Lacs) (Rs. in Lacs)The Principal amount remaining Unpaid at the end of the year 0.33 �-The Interest Amount remaining unpaid at the end of the year 0.00903 �-The Balance of MSME parties as at 31.03.10 0.33903 �-

17. Previous year�s figures have been regrouped/ rearranged wherever found necessary. Further, previous year�s figuresare not comparable with the current year as current year�s figures include the amalgamated amounts.

18. Figures in bracket reflect the figures for previous year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For Haribhakti & Co. PALLAVI JHA Chairperson & Managing DirectorChartered Accountants

SANJAY JHA Whole Time DirectorSARAH GEORGEPartner HARSHAD MANE Company SecretaryMembership No. 45255

SHRUTHI PATNI Associate Vice President - FinanceAnd Accounts

Place : Mumbai Place : MumbaiDate : 29.06.2010 Date : 28.06.2010

CASH FLOW STATEMENT

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Cash Flow Statement For the Year Ended 31st March ,2010Rupees in Lacs

2009-2010 2008-2009Rs in Lacs Rs in Lacs Rs in Lacs Rs in Lacs

A. Cash Flow From Operating Activities :

Net Profit Before Tax and after Extraordinary Items (75.90) 29.21

Adjustments for :-Depreciation/Impairment 54.08 19.60Profit on Sale of Investments (3.19) (0.34)Dividend Income (Reced.) (9.57) (9.01)Interest Income ( Reced.) (0.24) (19.47)Interest Expenses 36.35 4.49Profit on sale of Fixed Asset - (1.85)Loss on sale of Assets 0.40 -Fixed Assets Written Off - 1.95Provision for expense Written Back - -Loss on sale of Investments 0.16 3.59Excess Provision for expense Written Back (40.96) (1.26)

37.03 (2.31)

(38.87) 26.90Adjustment for :-Trade Receivables (43.49) (52.50)Trade Payables (19.72) 6.74

(63.21) (45.76)

Cash flow from Operations (102.08) (18.86)Direct Taxes Paid (67.69) (10.49)

Net Cash Flow From Operating Activities (169.77) (29.35)

B. Cash Flow From Investing Activities :Purchase of Fixed Assets (28.43) (0.33)Sale of Fixed Assets 0.59 3.57Purchase of Investments (2.44) (23.09)Purchase of Investments-Subsidiary - (300.00)Sale of Investments 10.04 31.37Application Money pending Allottment - 251.06Repayment of Intercorporate Deposits - 52.00Loan given to Subsidiary Company - (44.53)Dividend Income (Reced.) 16.24 9.01Interest Income ( Reced.) 0.24 19.61Net Cash Flow From Investing Activities (3.74) (1.31)

C. Cash Flow From Financing ActivitiesBorrowing - Holding Company 141.00 -Borrowing - Intercompany - 33.50Borrowing - Banks 56.49 -Repayments of Borrowings- Secured Loan (3.18) (2.98)Interest paid (27.36) (4.49)Payment to Preference share holders (0.01) (0.01)Dividend Paid (0.09) (27.73)Dividend Tax Paid - (4.84)Net Cash Flow From Financing Activities 166.85 (6.55)

Net Decrease in Cash & Cash Equivalents (6.66) (37.21)

Cash & Cash Equivalents as at 01.04.2009Cash on Hand 0.29 0.26Bank Balances 6.23 43.47Add : On account of amalgamation 39.16 45.68 - 43.73Cash & Cash Equivalents as at 31.03.2010Cash on Hand 0.11 0.29Bank Balances a) Current Account 33.88 1.11 b) Unpaid Dividend Account 5.03 5.12

39.02 6.52

FOR AND ON BEHALF OF THE BOARD OF DIRECTORSFor Haribhakti & Co. PALLAVI JHA Chairperson & Managing DirectorChartered Accountants

SANJAY JHA Whole Time DirectorSARAH GEORGEPartner HARSHAD MANE Company SecretaryMembership No. 45255

SHRUTHI PATNI Associate Vice President - FinanceAnd Accounts

Place : Mumbai Place : MumbaiDate : 29.06.2010 Date : 28.06.2010

ADDITIONAL INFORMATION AS REQUIRED UNDER PART IV OFSCHEDULE VI TO THE COMPANIES ACT, 1956.

53

Balance Sheet Abstract and Company�s General Business Profile

I. Registration DetailsRegistration No. : 791State Code : 11Balance Sheet Date : 31.03.2010

II. Capital Raised During The Year ( Rupees in Lacs )Public Issue : NILRights Issue : NILBonus Issue : NILPrivate Placement : NILOn account of Amalgamation : 5.50

III. Position Of Mobilisation And ( Rupees in Lacs )Deployment Of FundsTotal Liabilities (includes current liabilities & provisions) : 1,660.33Total Assets (excludes current liabilities & provisions) : 1,660.33

Sources of FundsPaid up capital : 290.39Reserve & Surplus : 322.71Secured Loans : 203.87Unsecured Loans : 184.29Deferred Tax Liability : 20.44

Application of FundsNet Fixed Assets : 389.77Investments : 248.56Net Current Assets : 383.37Accumulated Losses : NIL

IV. PERFORMANCE OF COMPANY ( Rupees in Lacs )Turnover (includes other income) : 1,206.73Total Expenditure : 1,273.65Profit / ( Loss ) Before Tax : (75.90)Profit / ( Loss ) After Tax : (127.84)

Earning Per Share ( Rs. ) : (44.02)Divided Rate % 0

V. Generic Names Of Three Principle Services Of TheCompany ( As Per Monetary Terms )ITC Code No. ( ITC Code ) NILProduct Description InvestmentITC Code No. ( ITC Code ) NILProduct Description NILITC Code No. ( ITC Code ) NILProduct Description Training & Coaching

As per our attached report of even date FOR AND ON BEHALF OF THE BOARD OF DIRECTORSFor Haribhakti & Co. PALLAVI JHA Chairperson & Managing DirectorChartered Accountants

SANJAY JHA Whole Time DirectorSARAH GEORGEPartner HARSHAD MANE Company SecretaryMembership No. 45255

SHRUTHI PATNI Associate Vice President - Finance And Accounts

Place : Mumbai Place : MumbaiDate : 29.06.2010 Date : 28.06.2010

WALCHAND PEOPLEFIRST LIMITEDRegistered Office : 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001.

Attendance SlipPlease complete this Attendance Slip and hand it over at the meeting hall. It helps us to make proper arrangements.Failure to bring this Attendance Slip will cause unnecessary inconvenience to you.

Please write belowRegistered ShareFolio No. heldClient ID No.DP ID No.

(Please write your name in BLOCK Letters)I hereby record my presence at the 90th ANNUAL GENERAL MEETING of the Company Scheduled to beheld at Walchand Hirachand Hall, Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai � 400 020on Monday, August 30, 2010 at 11.30 A.M.

Members/Proxy�s Signature(To be signed at the time of handing over this slip)

NOTES :1. Members/Proxy holders are requested to bring their copy of the Annual Report with them at the meeting.2. Please carry with you this Attendance Slip and hand over the same duly signed at the space provided, at the

entrance of the meeting hall.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - !CUT HERE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

WALCHAND PEOPLEFIRST LIMITEDRegistered Office : 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001.

Proxy FormRegistered SharesFolio No. heldClient ID No.DP ID No.

I/We ................................................................ of .......................................................................... in the districtof ................................................. being a Member/Members of the above-named Company, hereby appoint ......................................................................... of ..................................................................................... in the districtof ..................................................... or failing him .................................. of ................................... in the district

of ............................................... as my/our proxy to vote for me/us on my/our hehalf at the 90th Annual General

Meeting of the Company Scheduled to be held at Walchand Hirachand Hall, Indian Merchant Chambers, IMC Marg,Churchgate, Mumbai � 400 020 on Monday, August 30, 2010 at 11.30 A.M. or at any adjourned Annual General Meeting.Signed by the said ........................................................ day of .............................. 2010.

Affix aRe. 1/-

Signed this ............................................................... Revenue ........................................Stamp

NOTE : The Proxy to be effective should be deposited at the Registered Office of the Company not less than48 hours before the commencement of the meeting.-

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WALCHAND PEOPLEFIRST LIMITEDRegistered office : 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001.

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