AFFLUENCE

DIRECTORS' REPORT

To,

The members

FSC Brand Distribution Services Ltd.

Your Directors are pleased to present the Fourth Annual Report of the Company for the financial year ended 31 March, 2012.

FINANCIALS

(Rs.in Lacs)

STATUS OF THE COMPANY

The Company is wholly owned subsidiary of Future Supply Chain Solutions Limited which is also a subsidiary of Pantaloon Retail (India) Limited.

DIVIDEND

In view of loss, your Directors are unable to recommend any dividend for the year under review.

FIXED DEPOSIT

The Company has not accepted any deposit from public within the meaning of Section 58A of the Companies Act, 1956 from public during the year under review.

DIRECTORS

Appointments/ re-appointment at the AGM

In terms of Section 255 and 256 the Companies Act, 1956, Mr. Sanjay Rathi, Director of the Company would retire at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment as Director. The Board recommends his appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31 March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;
2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended  31 March, 2012;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
4. that the Directors have prepared the accounts for the financial year ended 31 March, 2012 on a 'going concern' basis.

AUDITORS

M/s. NGS & Co; Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting and have expressed their willingness to accept office as such. The Company has received a certificate from them to the effect that their re-appointment, if made at the ensuing annual general meeting, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

EXPLANATION TO AUDITORS’ REMARKS

Auditors have remarked on the few procedural aspects, which are being explained hereunder. The company has used funds raised on short term basis for long term investments..:– With a view to complete projected business plans, short term resources were utilised for incurring capital expenses for the business of the Company in anticipation of mobilizing long term resources in near future.

PARTICULARS OF EMPLOYEES

The Company has no employee drawing the remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

D. Foreign Exchange Earnings & Outgo        :

Form A to the Annexure to the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988 does not apply to the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government, bankers and other stakeholders and look forward to their continued support.

For and on behalf of the Board of Directors of

FSC Brand Distribution Services Ltd.

Sd/-                                         Sd/-

Anshuman Singh                    Deepak Tanna

Director                                  Director

Mumbai, 2 July, 2012

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the financial year ended 31 March, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;
2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year ended  31 March, 2012;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
4. that the Directors have prepared the accounts for the financial year ended 31 March, 2012 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

The Company has no employee drawing the remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956 .

D. Foreign Exchange Earnings & Outgo        :

Form A to the Annexure to the Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988 does not apply to the Company.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO