Directors Report of Abhinav Capital Services Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Abhinav Capital Services Limited'') along with the Audited financial Statements, for the financial year ended March 31, 2018.

Financial Performance

Particulars	Current Year 2017-18 (Rs.)	Previous Year 2016-2017 (Rs.)
Revenue from Operations	3,00,68,506	2,37,11,085
Other Income	2,11,15,437	2,03,36,901
Income from operations	5,11,83,943	4,40,47,986
Less : Interest Expenses	49,11,424	13,50,295
Less : Depreciation & Amortisation Expenses	1,57,418	2,28,905
Less : Other Expenses	20,85,994	12,48,701
Less : Employee Benefits Expenses	7,15,568	7,51,600
Profit/(Loss) Before Tax & Exceptional Items	4,33,13,539	4,04,68,485
Less : Current year Taxation	90,00,000	84,00,000
Less : Short Provisions for Prior Years	(2,07,720)	-
Less : Deferred Tax	27,400	16,859
Less : Tax Expenses of Discontinuing Operations	-	-
Profit After Tax	3,44,93,859	3,20,51,626
Less: Appropriation
Transfer to General Reserve	-	-
Proposed Dividend	-	-
Tax on Dividend	-	-
Surplus carried to Balance Sheet	3,44,93,859	3,20,51,626
TOTAL	3,44,93,859	3,20,51,626

Your company posted total income and net profit of Rs. 5,11,83,943/- and Rs. 3,44,93,859/- respectively, for the financial year ended March 31, 2018 as against Rs. 4,40,47,986/- and Rs. 3,20,51,626/- respectively. The Company has earned sizable interest income inspite of non-Conductive economic condition, your Company has managed excellent growth during the year

Industry structure and Developments

The Non Banking Financial Company (NBFC) sector saw a largely stable outlook for major NBFCs. From the perspective of larger financial system, Scheduled Commercial Banks continued to be the dominant players accounting for nearly 47% of the bilateral exposure followed by Asset Management Companies managing Mutual Funds (AMC-MFs), Non Banking Financial Companies, Insurance companies, Housing finance Companies (HFCs), and All-India Financial Institutions (AIFIs).

Opportunities

NBFCs niche in certain asset classes would continue to enable them to expand their market share. Their ability to customise products, price the risk and manage credit costs, especially related to small-ticket loans, viz. light commercial vehicle (CV), used CV, small-ticketing housing loans, small-ticket LAP and micro finance, would continue to support their growth. Even in the large ticket mid corporate segment, wholesale and diversified NBFCs would continue to gain share as they possess the ability to price the risk and loan structuring flexibility. The large NBFCs are expected to grow 18% yoy over FY 2018-19.

Considering the transition to the 90 days past due (dpd) Non-performing asset (NPA) recognition will be complete by FY 2018, NBFCs could further recaliberate their provisioning policy to cushion the impact on credit cost. Government''s increased focus on rural economy in te budget for 2018-19 could be a boost for NBFCs that have a significant portion of their assets in rural areas.

Threats

Growth of the company''s asset book, quality of assets and ability to raise funds depend significantly on the economy. Unfavourable events in the Indian economy can effect consumer sentiment and in turn impact consumer decisions to purchase financial products. Competition from a broad range of financial service providers, unstable political environment and change in government policies/ regulatory framework could impact the Company''s operations.

Outlook

The market will continue to grow and mature leading to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to customers. The Company is cautiously optimistic in its outlook for the year 2018-19.

Reserves

The Company does not recommend transferring any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Share Capital

- The Authorized Share Capital of the Company is Rs. 8,00,00,000/- divided in to 80,00,000 Equity Shares of face value of Rs.10/- each. There is no change in the Authorized Share Capital of the Company during the year under review.

- The Paid-up Share Capital of the Company is Rs. 6,92,46,000/- divided in to 69,24,600 Equity Shares of face value of Rs.10/- each. There is no change in the Paid-up Share Capital of the Company during the year under review.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any sweat equity during the year under review

c) Bonus Shares

The Company has not issued any bonus shares during the year under review

Listing of Shares

The Company''s equity shares are listed on the BSE Ltd., Ahmadabad Stock Exchange. The Company confirmed that the annual listing fee to both the stock exchanges for F.Y. 2018-19 has been paid.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

Directors & Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Chetan Karia, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment. There are no any changes in Board of directors.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme for the Independent Directors

In compliance with the requirements of the Listing Regulations , the Company has put in place a Familiarization Program for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

Material Changes

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

DETAILS OF BOARD MEETINGS

During the year under review, Four Board meetings were held, details of which are summarized below:

Sr. No.	Date of the Meeting	No. of Directors attended the meeting
1	29th May 2017	4
2	11th August 2017	4
3	08th November 2017	4
4	13th February 2018	4

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation Of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings and Outgo: NIL Particulars of Employees

There are no employees to whom remuneration in excess of Rs. 1.2 Crore per annum or Rs. 8.5 lakh per month has been paid.

Details of Unclaimed Suspense Account

Company is not having unclaimed suspense account as required under schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditors and their Report

Under section 139 of the Companies Act, 2013 and the rules made thereunder it is mandatory to rotate the statutory Auditors on completion of the maximum term permitted under the said Act. The Audit Committee of the Company has proposed and the Board of Directors has recommended the appointment of M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No. 106156W as the statutory Auditor of the company. M/s. S C Mehra & Associates will hold office for a period of five consecutive years from the conclusion of this Annual General Meeting of the company till the conclusion of the Annual General Meeting to be held in the year 2022 on a remuneration that may be determined by the Audit Committee in consultation with the auditors.

Extract of Annual Return as per Section 92 (3) of Companies Act 2013

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure- I.

Secretarial Audit Report

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March 2018 given by DG Prajapati & Associates, Practicing Company Secretary is annexed to this Report. The Secretarial Audit Report for the year under review is self-explanatory and annexed with this report as Annexure- II

Reports on Management Discussion Analysis

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysis report is annexed as Annexure- III to this Report

Reports on Corporate Governance

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Corporate governance report is annexed as Annexure- IV to this Report

DIRECTORS'' COMMENTS ON AUDITORS'' REPORT

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI GUIDELINES

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of Companies Act, 2013, with respect of Director''s responsibility statement, it is hereby confirmed that:

I) in the preparation of the account for the financial year ended 31st March, 2018; the applicable accounting standards had been followed along with proper explanation relating to material departure.

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors had prepared the accounts for the financial year ended 31st March, 2018 on a ''going concern'' basis.

v) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of Mr. Girish Desai, Mr. Chetan Karia & Mrs. Gayatri Sonawane. The committee inter-alia reviews the internal control system & compliance of various regulations. The committee also reviews at length financial statements before they are placed before the Board.

RELATED PARTY TRANSACTIONS

The Company is not having any related party transaction during the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year under review.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The CSR Policy is not applicable to your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to section 186(11) of the Companies Act, 2013 (''the Act''), the provisions of section 186 (4) of the Act requiring disclosure in the financial statements of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements.

INTERNAL CONTROL SYSTEM

The Company''s Internal Control procedure which includes Internal Financial Controls ensures that compliance with various policies, practices & Statutes & keeping in view the Company''s pace of growth.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the company has formulated a Vigil Mechanism named as Abhinav Whistle Blower Policy'' in addition to the existing code of conduct that governs the actions of its employees.

The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices

Maintenance of Cost records

The maintenance of Cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and Redressal Act, 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (Prevention, Prohibition & Redressal) Act 2013

The Company has zero tolerance towards Sexual Harassment at the works place & has adopted a policy on Prevention, Prohibition & Redressal on works place in line with the act. The Company has not received any complaints of sexual harassment during FY 2017-18.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS STATEMENT

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Listing Regulations of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

ACKNOWLEDGMENT

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

For Abhinav Capital Services Limited

Sd/-

Place: Mumbai Chetan Karia

Date: August 08, 2018 Chairman

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2015.

FINANCIAL PERFORMANCE

The financial highlights of the Company for the year ended March 31,2015 are presented below:-

For the year For the year ended ended Particulars 31.03.2015 31.03.2014

Income from Operation 2,21,92,362 1,24,12,634

Interest and other income 12,30,430 (42,79,517)

Gross Income 2,34,22,792 81,33,117

Operating Expenses (excluding 15,83,218 36,14,231 depreciation)

Profit before Depreciation, 2,18,39,574 45,18,886 Provisions and Tax

Depreciation 5,16,286 3,22,941

Provision for Tax 73,80,649 36,53,264

Other Provisions --- ----

Net Profit for the period 1,39,42,639 5,42,681

Appropriations:

Transfer to General Reserve

Proposed Dividend

Tax on Dividend --- ---

Surplus carried to Balance Sheet 1,39,42,639 5,42,681

TOTAL 1,39,42,639 5,42,681

Financial Results: -

From the perusal of the accounts for the year ended 31st March 2015, you will observe that the Company has earned a Net profit of Rs. 1,39,42,639/- during the year Compare to Rs.5,42,681/- last year . The Directors are hopeful that the Company will do better during the current year.

Reserves

The Company do not recommend to transfer any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Extract Of Annual Return:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act') in prescribed form MGT-9 is enclosed as Annexure "A" to this report.

Directors & Key Managerial Personnel

Mr. Girish Desai, Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Ms. Gayatri Sonawane having DIN 07251680, was appointed as an Additional Independent Director of the Company, to hold office upto the Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 read with article 149 of the Articles of Association of the Company.It is proposed to appoint Ms. Gayatri as an Independent Director of the Company for a term of upto five years in terms of section 149, 152 & other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, at the ensuing Annual General Meeting of the Company.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the ensuing Annual General Meeting.

Declaration By Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013

Familiarisation Programme For The Independent Directors

In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarisation Programme for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

Meeting Of Independent Directors

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Managing Director, the Non-Executive Non- Independent Directors and the Chief Financial Officer

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report Details of Board Meetings

During the year under review, four Board meetings were held, details of which are summarized below:

Sr. No. Date of the meeting No. of Directors attended the meeting

1 30th May 2014 3

2 10th July 2014 3

3 06th August 2014 3

4 07th November 2014 3

5 11th February 2015 3

Public Deposits

The Company has not taken any deposits from the public for which information is required to be given in the Report.

Conservation of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence, not applicable.

Foreign Exchange Earnings And Outgo: NIL Particulars of Employees: -

There are no employees to whom remuneration in excess of Rs.60 lacs per annum or Rs.5 lacs per month has been paid.

Statutory Auditors and Their Report

The Auditors, M/s. B Y & Associates, Cha rtered Accountants, Mumbai the retiring Auditors be re-appointed as Statutory Auditors of the Company from conclusion of this AGM to the conclusion of next AGM, Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

Directors' Comments on Auditors' Report

The observations made by the Auditors in their Report read with relevant notes given in the Notes to Accounts are self-explanatory and therefore, do not require any comments from your Directors pursuant to Section 134 (3) (f) of the Companies Act, 2013.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of companies Act, 2013, with respect of Director's responsibility statement, it is hereby confirmed;

That in the preparation of the account for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departure. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

That the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis.

The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Subsidiaries, Joint Ventures And Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company

Disclosure Of Composition Of Audit Committee And Providing Vigil Mechanism

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company

Extract Of Annual Return

An extract of Annual Return for the financial year ended March 31, 2015, is annexed as Annexure-I (in form MGT-9) to this report.

Related Party Transactions

The details of transactions entered into with the Related Parties referred to in sub-section (1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to this report.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Policy is a step taken by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

Corporate Social Responsibilty Initiatives The CSR Policy is not applicable to your Company.

Particulars Of Loans, Guarantees Or Investments

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D.G. Prajapati & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure B".The Audit Report and the Secretarial

Audit Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks by the Auditors.

Share Capital of The Company

At present Paid up Share Capital of the Company is Rs. 6,92,46,000/- (69,24,600 Equity Shares of Rs. 10/- each). There is no change in share capital during the year under review.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any sweat equity during the year under review

c) BONUS SHARES

The Company has not issued any sweat equity during the year under review

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as rescribed under clause 49 of the Listing Agreement. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism named as ABHINAV Whistle Blower Policy' in addition to the existing code of conduct that governs the actions of its employees. This

Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Sd/- Place: Mumbai Chetan Karia Date: 30th May 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2014.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2014 is summarized below:

(Rupees in Lakhs)

Current Year Previous Year

Gross Total Income 81.33 48.47

Total Expenditure 39.37 69.89

Profit (loss) before Taxation

41.95 (21.41)

Less: loss on sale of Investments -- --

Profit before Taxation 41.95 (21.41)

Provision for Taxation/Deferred Taxation (36.53) (4.86)

Fringe benefit Tax -- --

Profit After Taxation 5.42 (26.27)

Performance of the Company

During the year under review, the Company has earned net profit before tax of Rs.41.95 lakhs and net profit after tax of Rs.5.42 lakhs in comparison to last year''s loss of Rs 26.27 lakhs. The company has earned Interest Income of Rs.124 lakhs compared to last year''s 77.67 lakhs. Company has already invested in good scripts last year. Your Directors expects improvement in performance of company in current financial year.

Future Prospects

India is finally moving towards a progressive, capitalist model with a focus on growth and governance.

This progressive environment will be based on a policy-drive approach conducive to sustainable growth, coupled with modifications in tax and labour laws. We believe that with the environment turning positive and supply-side bottlenecks being removed, industrialists will increase their manufacturing and infrastructure investments leading to job creation.

India''s macro economy had begun to improve even before the elections, marked by a significant improvement in the current account deficit, currency stability and controlled inflation. It is our perspective that if retail inflation begins to ease, then interest rates will moderate, creating just the right ingredients for a sustained stock market recovery. We are also optimistic that economic growth will translate into increased corporate earnings; when coupled with declining interest rates, could represent a sweet spot for Indian equities.

The company is making investment in good scrips and also started giving ICD''s and short term loan to select clients.

Directors: Mr Kamlesh Kotak Director is retiring by rotation at the ensuing Annual General Meeting of the Companyand is eligible for re-appointment & he has offered himself for re-appointment.

Dividend: The Directors do not recommend the payment of dividend for the year under review.

Public Deposits:

During the year under review, the Company has not accepted any public deposits.

Particulars regarding Foreign Exchange Earning and outgo. Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. BY& Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 177 of the Companies Act, 2013. The Audit Committee has met regularly and forwarded its reports. There are no adverse remarks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 13 of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis. Corporate Governance & Management Discussion & Analysis Statement.

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report. Acknowledgment.

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Place: Mumbai Chetan Karia Date: 30th May, 2014 Chairman (DIN No.: 00015113)

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31,2013.

Financial Highlights:

The financial performance of the Company for the year ended 31 st March 2013 is summarized below:

(Rupees in Lakhs) Current Year Previous Year

Gross Total Income 48.47 84.16

Total Expenditure 69.89 23.48

Profit: (Loss) before taxation (21.41) 60.67

Loss: (Loss) on sale of Investments

Profit before taxation (21.41) 60.67

Provision for Taxation/ Deferred Taxation (4.86) 10.61

Fringe benefit Tax

Profit After Taxation (26.27) 50.06 Performance of the Company

During the year under review, the Company has incurred loss of Rs.26.27 lakhs in compared to last year profit of Rs 50.06 lakhs. The Company has suffered a loss mainly due to the loss of Rs. 40.40 Lakhs on sale of investments compared to last year profit of Rs.43.23 Lakhs on sale of investments. The Company has also made provision of Rs. 50.56 Lakhs towards Diminition of Investments. This year Company has started making investment in good scrips and Companies. Your Directors expects good turnaround in current financial year.

Future Prospects

The Indian Economy is currently in midst of slowdown & GDP did not recover as expected. Further, Key Economic indicators such as Fiscal & Current Deficit are stressed. However, with the interest rate cycle turning & the Government making an effort to revive stalled projects, some recovery is likely in 2013-14. The outlook for Industrial activity remains subdued because of lack of new investment & existing projects remaining stalled by bottlenecks & implementation gaps. Growth in service & export may remain sluggish too, given that Global growth is unlikely to improve significantly from 2012. The Reserve Bank of India baseline projection of GDP growth for 2012-13 is 5.7%. The Financial Performance of the Company during the current year is expected to show improvement over last year, with a possible pick up likely only in the second half of the year

Directors

Mr Chetan Karia Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58Aofthe Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption

Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. B Y & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 13 of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows;

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamworkand professional approach forthe Company''s image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company''s lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors,

For Abhinav Capital Services Limited

SD/-

Place: Mumbai Chetan Karia

Date: 27th May 2013 Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31, 2012.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2012 is summarized below:

(Rupees in Lakhs) Current Year Previous Year

Gross Total Income 84.16 333.58

Total Expenditure 23.48 38.33

Profit : (Loss) before taxation 60.67 295.25

Loss: (Loss) on sale of Investments - -

Profit before taxation 60.67 295.25

Provision for Taxation/Deferred Taxation 10.61 56.73

Fringe benefit Tax -- --

Profit After Taxation 50.06 238.52

Performance of the Company

During the year under review, the Company has earned profit of Rs.50.06 lakhs in compared to last year profit of Rs 238.52 lakhs. Last year Company has liquidated certain long term Investment and gained good returns. This year Company has started making investment in good scripts and Companies. Your Directors expects good turnaround in current financial year.

Future Prospects

Faced with global uncertainty, cyclical and structural factors, India's growth slowed down to less than 7 per cent for the Financial Year 2011-12. While the services continued to grow at a rapid pace (8.7 per cent growth), there was a sharp slowdown in industrial growth to 2.8 per cent. During the year, inflation continued to be a key concern for the Reserve Bank of India (RBI).. The slowdown in growth coupled with high interest rates has led to a decline in Investment rates. It is expected that the scenario of tight liquidity and high interest rates will continue in the Financial Year 2012-13.

Directors

Mr Girish Desai Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. B Y & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

SD/-

Place: Mumbai Chetan Karia

Date: 23rd May 2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report of ABHINAV CAPITAL SERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 31, 2011.

Financial Highlights:

The financial performance of the Company for the year ended 31st March 2011 is summarized below:

(Rupees in Lakhs)

Current Previous Year Year

Gross Total Income 333.58 17.10

Total Expenditure 38.33 51.66

Profit : (Loss) before taxation 295.25 (34.56)

Loss: (Loss) on sale of Investments - (25.51)

Profit before taxation 295.25 (60.07)

Provision for Taxation/Deferred Taxation 56.73 (00.33)

Fringe benefit Tax Profit After Taxation 238.52 (59.74)

Performance of the Company

During the year under review, the Company has earned profit of Rs.238.52 lakhs in compared to last year loss of Rs. 59.74 lakhs.The Company has earned excellent return on total investment of the Company. Your Company is very selective in making investment in various segments. The Company has started making investment in good scripts and Company is reconstructing its entire business activities. Your Directors expects good turnaround in current financial year

Future Prospects

India continued to maintain its high growth trajectory - advanced GDP estimates suggest a growth of 8.5% in FY 11 compared to 8.0% in FY 10. The sustained economic growth has led to positive sentiments in various industries It is hoped that the market will improve further which shall enable the company to tap the opportunities, for the growth of the company and its investors.

Directors

Mr Kamlesh Kotak Director is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment & he has offered himself for re-appointment.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Public Deposits

During the year under review, the Company has not accepted any public deposits as defined under section 58A of the Companies Act, 1956.

Particulars regarding Foreign Exchange Earning and outgo, Conservation of Energy and Technology absorption Information pursuant to Foreign Exchange, Conservation of Energy and Technology absorption as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Company read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

The retiring auditors, M/s. BRV & Associates, Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The members are requested to re-appoint them.

Audit Committee

The Company has appointed Audit Committee as required under Section 292A of the Companies Act, 1956. The Audit Committee has met regularly and forwarded its reports. There are no adverse marks given by the Audit Committee.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for Non Banking Finance Company. In terms of paragraph 9BB of the NBFC Regulations, the particulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company do hereby confirmed as follows:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis.

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report

Acknowledgement

Your Directors thank the clients for the confidence in the Company, which has enabled the Company to reach to a new level of customer satisfaction. The Board places acknowledgment to the employees for their teamwork and professional approach for the Company's image.

Your Directors would like to express their gratitude for the continuous support and guidance received from Company's lenders, bankers, the Government departments, and SEBI and Stock Exchange officials.

For and on behalf of the Board of Directors, For Abhinav Capital Services Limited

Chetan Karla Chairman

Place Mumbai Date 31st May 2011