Directors Report of Adcon Capital Services Ltd.

Mar 31, 2014

The Directors take pleasure in presenting the 20th Annual Report and the audited accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS:

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

(Rs. in Lacs) PARTICULARS 2013 - 14 2012 - 13

Total Income 13.15 10.37

Less: Total Expenses 5.11 4.35 Profit before Tax 8.04 6.02

Less: Tax Expenses 2.46 1.72

Profit After Tax 5.58 4.30

RESULTS OF OPERATIONS:

Total revenue of the Company for the financial year is Rs.13,15,899/- as compare to Rs.10,36,790/- in the corresponding previous year and the Company has achieved a net profit of Rs. 5,57,787 /- as compared to Rs.4,29,969/- in the corresponding previous year the same is due to improved market conditions and better returns on the investments.

DIVIDEND:

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS: Composition:

The Board of the Company comprises of three Directors.

Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956 and provisions of the Articles of Association of the Company, Mr. Sanjay Minda, retire by rotation and being eligible, offer himself for reappointment.

In terms of the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, the Independent Directors can hold office for a term up to five (5) consecutive years as Directors of your company and will not be liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Manjit Jajoo and Mr. Sawan Jajoo as Independent Directors of the Company to hold the office for a term of 5 (five) consecutive years up to 31st March, 2019.

The brief resume of the aforesaid Directors and other information have been given in the notice of the Annual General Meeting.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchanges and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

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

2. 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 of the Company for the year under review;

3. 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

STATUTORY AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under and pursuant to the recommendation of the audit committee of the Board of Directors of the Company M/s. Gupta Saharia & Co., Chartered Accountants (Firm Reg. no. 103446W), are being appointed as statutory auditors as per the resolution forming part of notice of the Annual General Meeting. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

COMPLIANCE CERTIFICATE

A Compliance certificate from Company Secretary in practice pursuant to provisions of Section 383A of the Companies Act, 1956 is enclosed herewith.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company. The Directors also thank the Government, Statutory and Regulatory authorities and appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sanjay Minda

Date: 28.05.2014 Director

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Mar 31, 2013

The Directors take pleasure in presenting the 1 9th Annual Report of and the audited accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

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

(Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Total Income 10.37 9.27

Total Expenditure 4.35 6.97

Profit Before Tax 6.02 2.30

Profit After Tax 4.30 1.50

RESULTS OF OPERATIONS:

Total revenue of the Company for the financial year is Rs. 10,36,790/- (Rupees Ten Lacs Thirty Six Thousand Seven Hundred Ninety Only) as compare to Rs.9,26,835/- (Rupees Nine Lacs Twenty Six Thousand Eight Hundred Thirty Five Only) in the corresponding previous year and the Company has achieved a net profit of Rs.4,29,969/- (Rupees Four Lacs Twenty Nine Lacs Nine Hundred Sixty Nine Only) as compared to Rs.1,50,161/- (Rupees One Lacs Fifty Thousand One Hundred Sixty One Only) in the corresponding previous year.

DIVIDEND:

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS:

Composition:

The Board of the Company comprises of three Directors.

Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956 and provisions of the Articles of Association of the Company, Mr. Manjit Jajoo, retire by rotation and being eligible, offer himself for reappointment.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed to this Report along with the requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance.

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

2. 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 of the Company for the year under review;

3. 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

AUDITORS

M/s. Gupta Saharia & Co., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

COMPLIANCE CERTIFICATE

A Compliance Certificate from Company Secretary in Practice Pursuant of section 383A of the Companies 1956, is enclosed herewith

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil.

PARTICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company. The Directors also thank the Government, Statutory and Regulatory authorities and appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sanjay Minda

Date: 30th May, 2013 Director

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Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report of and the audited accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

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

(Rs. in Lacs)

FINANCIAL RESULTS 2011-12 2010 - 11

Total income 9.27 10.60

Total Expenditure 6.97 8.10

Profit before Tax 2.30 2.50

Profit After Tax 1.50 0.84

RESULTS OF OPERATIONS

Total revenue of the Company for the financial year is Rs.9,26,856/- as compare to Rs.10,60,288/- in the corresponding previous year and the Company has achieved a net profit of Rs.1,50,161/- as compared to Rs.84,082/- in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company the Board of Directors has decided not to declare dividend for the year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

Composition:

The Board of the Company comprises of three Directors.

Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956 and provisions of the Articles of Association of the Company, Mr. Sawan Jajoo, retire by rotation and being eligible, offer himself for reappointment.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed to this Report along with the requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance.

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

2. 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 of the Company for the year under review;

3. 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

AUDITORS

M/s. Gupta Saharia & CO., Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:

Considering the nature of the Business of your Company there are no particulars which are required to be furnished in this report relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of the Company during the year under review amounted to Rs. Nil.

PAR TICULARS OF EMPLOYEES

There are no employees whose details are required to be given in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company. The Directors also thank the Government, Statutory and Regulatory authorities and appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Place: Mumbai Sanjay Minda

Date : 13/08/2012 Director

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Mar 31, 2011

The Directors take pleasure in presenting the 17th Annual Report of and the audited accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

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

(Rs. in Lacs)

FINANCIAL RESULTS 2010 - 11 2009 - 10

Total income 10.60 6.50

Total Expenditure 8.10 6.39

Profit before Tax 2.50 0.11

Profit After Tax 0.84 0.06

RESULTS OF OPERATIONS

Total revenue of the Company for the financial year is Rs. 10,60,288/- as compare to Rs. 6,50,691/- in the corresponding previous year and the Company has achieved a net profit of Rs. 84,082/- as compared to Rs.6,231/- in the corresponding previous year.

DIVIDEND

In order to conserve the reserves to meet the needs of increased operation of the Company, the Board of Directors has decided not to declare dividend for the year.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

BOARD OF DIRECTORS

i). Composition of Board of Directors:

The Board comprises of three Directors.

ii). Changes during the year:

During the year Mr. Deepak Nagar, Mrs. Radha Pandey and Mr. A.K. Pandey resigned as Director of the Company. The Board placed on record the valuable contribution made by them during their tenure with the Company.

During the year, Mr. Sanjay Minda and Mr. Sawan Jajoo was appointed as Directors and Mr. Manjit Jajoo was appointed Additional Directors of the Company. The Company has received notice in writing from a member proposing the candidature of Mr. Manjit Jajoo for the office of Director retiring by rotation.

CORPORATE GOVERNANCE

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

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

2. 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 of the Company for the year under review;

3. 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the year under review, on a 'going concern' basis.

AUDITORS

During the year M/s. Shirish Dalal & associates, Chartered Accountant, Ahmadabad resigned and M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, was appointed by the shares holders as Statutory Auditors of the Company. M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates and bankers for the support to the Company.

The Directors also thank the Government, Statutory and Regulatory authorities.

The Directors appreciate and value the contributions made by every employee of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Sanjay Minda

Date: 28.05.2011 Director