Directors Report of Adharshila Capital Services Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS

(In Rupees)

Financial Results Year Ended Year Ended 31.03.2015 31.03.2014

Revenue from Operations 19,24,876 11,19,105

Profit/ (Loss) before Depreciation, Tax & Contingent provisions against Standard Assets 2,88,222 (3,31,180)

Less : Depreciation 1,09,876 16,475

Contingent provisions against Standard Assets 6,250 -

Less: Provision for tax:- - Deferred Tax Charge/(Credit) (5,79,380) (4,24,820)

- Income Tax 22,760 -

- MAT Credit entitlement (22,760) -

Profit / (Loss) after Taxation 7,51,476 77,165

Balance Brought Forward 25,20,782 24,43,617

Surplus carried to Balance Sheet 32,72,258 25,20,782

The working of your company for the year under review resulted in profit of Rs.7,51,476/- as against profit of Rs.77,165/- in the previous year. During the year under review, the Company has not changed the nature of its Business.

DIVIDEND

The Board of Directors has not recommended any dividend for the year 2014- 2015.

SHARE CAPITAL

During the year under review, the Company has neither issued any equity shares, Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held shares of the Company. Mrs. Amita Adlakha, Managing Director of the Company who was appointed as an Additional-Cum Managing Director of the Company held 4,25,000 (7.73%) equity shares as on 31st March, 2015. The Company has not bought back any equity shares during the year 2014-15.

LISTING OF EQUITY SHARES

The Company's Equity Shares were listed at Delhi Stock Exchange Limited ("DSE"). The Securities and Exchange Board of India ("SEBI") vide its Order dated November 19, 2014 has de-recognised the DSE. SEBI vide its circular dated April 17, 2015 suggested to get their shares listed at any nation-wide stock exchange to avoid from the other consequences. Accordingly, Board decided to get the Equity Share listed on BSE Limited (i.e. Bombay Stock Exchange). The Company has initiated steps for the listing of Equity Shares of the Company on Bombay Stock Exchange.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance of the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Amita Adlakha was appointed as an Additional cum Managing Director of the Company by the Board in its meeting held on 10th July, 2015. She shall hold office upto the date of this Annual General Meeting. Your Directors recommends confirmation of her appointment at this Annual General Meeting. Her period of office shall be subject to retirement by rotation whilst holding office of Managing Director.

Brief resume of the Mrs. Amita Adlakha, nature of her expertise in specific functional areas and the name of companies in which she hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

Mr. Pradeep Kumar Sharma, Company Secretary of the Company has also been appointed as Chief Financial Officer of the Company w.e.f. 10th July, 2015.

Except Appointment of Mrs. Amita Adlakha on the Board, there was no change in the Directors of the Company and following are the present Directors of the Company.

1. Mr. Rajendra Kumar Khanna,

2. Mr. Joginder Singh Dhikkar

3. Mr. Harnand Tyagi

4. Mr. Sanjay Monga

5. Mrs. Amita Adlakha

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchange in the preparation of Annual Accounts for the year ended 31st March, 2015 and state that:

i. in the preparation of Annual Accounts for the year ended March 31, 2015, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. we have selected appropriate accounting policies and have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date.

iii. we have 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. we have prepared the annual accounts on a going concern basis;

v. we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

The Notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

M/s B. K. Kapur & Co., Chartered Accountants, Ghaziabad, Auditor of the Company who was appointed in the previous Annual General Meeting for a tenure of three years, i.e. till the conclusion of 24th Annual General Meeting to be held in the year 2017. In View of due compliance of the provisions of Section 139(1), their continuance of appointment is required to be ratified by the members of the Company in the ensuing Annual General Meeting. Therefore, your Directors recommended the ratification of appointment of M/s B. K. Kapur & Co., Chartered Accountants as Statutory Auditors in the ensuing Annual General Meeting. The Company has already received a certificate from the above Auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors of your Company has appointed Mr. Pradeep Kumar Sharma as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013. Mr. Pradeep Kumar Sharma is associated with the Company from 01.04.2009 as a Company Secretary of the Company.

FIXED DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2015.

MEETINGS

During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

AUDIT COMMITTEE

The Board has constituted a Audit Committee which comprises three members. Other details about the committee and terms of reference are given in the Corporate Governance Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s Deepa Singhal & Associates (CP No.4747), Practicing Company Secretaries, Ghaziabad to do Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached and marked as "Annexure-1" and forms part of the Board Reports. The observation made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary and or any Joint Venture Company.

EXTRACT OF ANNUAL RETURN

The extracts of the Annual Return as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed herewith and marked as "Annexure-2" to this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to clause 49 of Listing Agreement and as per applicable provisions of section 177 of the Companies Act, 2013, the Company has set up and adopted a Vigil Mechanism/ Whistle Blower Policy (the "Policy") which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company. The Mechanism shall enable the employees and the directors of the Company to report their genuine concerns or grievances about the actual and potential violation of the principles and standards laid down herein. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can be accessed on the Company's website www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/vigil- mechanism-policy.pdf

NOMINATION & REMUNERATION COMMITTEE

The Board has constituted a Nomination & Remuneration Committee. The Board on the recommendation of Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The remuneration, if any will be governed by the provisions of Companies Act, 2013 and Rules made thereunder. Other details about the committee are given in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and Directors individually. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company being a Non-Banking Finance Company (NBFC), the provision of Section 186 of the Companies Act, 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

There have been no materially significant related party transactions made by the Company with the promoters, the key managerial personnel which may be in conflict with the interest of the company at large. The suitable disclosure as required in AS-18 regarding Related Party transactions has been made in the notes to financial statements. The Company has formulated a policy for Related Party Transaction placed it on Company website www.adharshilcapital.in and weblink of the same is http://adharshilacapital.in/uploads/policies/rpt-policv.pdf.

PARTICULARS OF EMPLOYEES

As the Company is not paying remuneration to any Directors/Independent Directors/Non-Executive Directors or Managing Director. Therefore, Particulars of employees as required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be provided in the report. However, the information on employees' particulars is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has no manufacturing activity or other operations. Therefore, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2015.

DEMATERIALISATION OF SECURITIES

As informed in the last year's Director's Report, the shares of your Company were included in the compulsory list of trading in dematerialization form with effect from 2nd January, 2002. Your company had entered into necessary agreement with depository NSDL (National Securities Depository Limited) and CDSL (Central Depository Services Limited). It is, therefore, advisable to trade in the securities of the Company in dematerialization form, which is convenient and safe.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. As per clause 49 of the Listing Agreement with the Stock Exchange the Corporate Governance Report along with a certificate from practicing Company Secretary on the Compliance of the condition of Corporate Governance, forms a part of the Report and is given separately annexed and marked as "Annexure-3".

A separate Report on Management Discussion and Analysis is also enclosed and forms part of this Report and marked as "Annexure-4".

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Pursuant to the provisions of section 12 of the Companies Act, 2013 and any other provisions applicable, if any, the Registered Office of the Company is shifted from 109, Choudhary Complex, 9, Veer Savarkar Block, Shakarpur, Delhi-110 092 to 7C, 1st Floor, 'J' Block, Shopping Centre Saket, New Delhi-110 017 w.e.f 10th July, 2015.

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company. A detailed note has been provided under Management Discussion and Analysis Report. The Company has an Audit Committee which ensures proper compliance with the provisions of the Listing Agreement with Stock Exchanges, Companies Act, reviews the adequacy and effectiveness of the internal control.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Hence no complaint is outstanding as on 31.03.2015 for redressal.

CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 Crores or more or turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as on date, as the Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

RISK MANAGEMENT CONNITTEE

The Board has constituted a Risk Management Committee which comprises three members. Other details about the committee and terms of reference are given in the Corporate Governance Report. The Committee, on a quarterly basis, provide status updates to the Board of Directors of the Company. However, the Company does not have any Risk Management Policy as on date as the elements of risk threatening the Company's existence is very minimal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.

By Order of the Board For ADHARSHILA CAPITAL SERVICES LIMITED

Sd/- (RAJENDRA KUMAR KHANNA) Place : Ghaziabad CHAIRMAN OF THE BOARD Dated : 31st August, 2015 DIN : 00183593

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS (In Rupees)

Year Ended Year Ended 31.03.14 31.03.13

Revenue from Operations 11,19,105 18,16,130

(Loss)/Profit Before Depreciation & Tax (3,31,180) (4,39,832)

Less:

Depreciation 16,475 29,783

Less: Provision for tax:-

-Earlier Year - (167)

-Deferred Tax (4,24,820) 19,199

(Loss)/Profit after Taxation 77,165 (4,88,647)

Balance Brought Forward 24,43,617 29,32,264

Surplus carried to Balance Sheet 25,20,782 24,43,617

The working of your company for the year under review resulted in profit of Rs.77,165/- as against loss of Rs.4,88,647/- in the previous year.

DIVIDEND

In the absence of inadequacy of Profits in the current Financial Year, your Directors have not recommended any dividend for the Financial Year 2013-14.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Appointment of Mr. Joginder Singh Dhikkar (DIN: 00050606):

In compliance of Clause 49 of Listing Agreement, Mr. Joginder Singh Dhikkar (DIN: 00050606) was appointed as an Independent Director of the Company. Now, Board of Directors in compliance of the provisions of Section 149 of the Companies Act, 2013 proposes to appoint Mr. Joginder Singh Dhikkar as Independent Director to hold office for a period of 5 (five) consecutive years commencing from this Annual General Meeting upto the conclusion of 26th Annual General Meeting to be held in calendar year 2019, whose period of office will not be liable to retire by rotation.

Appointment of Mr. Harnand Tvaai (DIN: 00159923):

In compliance of Clause 49 of Listing Agreement, Mr. Harnand Tyagi (DIN: 00159923) was appointed as an Independent Director of the Company. Now, Board of Directors in compliance of the provisions of Section 149 of the Companies Act, 2013 proposes to appoint Mr. Harnand Tyagi as Independent Director to hold office for a period of 5 (five) consecutive years commencing from this Annual General Meeting upto the conclusion of 26th Annual General Meeting to be held in calendar year 2019, whose period of office will not be liable to retire by rotation.

Appointment of Mr. Rajendra Kumar Khanna (DIN: 00183593):

In compliance of Clause 49 of Listing Agreement, Mr. Rajendra Kumar Khanna (DIN: 00183593) was appointed as an Independent Director of the Company. Now, Board of Directors in compliance of the provisions of Section 149 of the Companies Act, 2013 proposes to appoint Mr. Rajendra Kumar Khanna as Independent Director to hold office for a period of 5 (five) consecutive years commencing from this Annual General Meeting upto the conclusion of 26th Annual General Meeting to be held in calendar year 2019, whose period of office will not be liable to retire by rotation.

Appointment of Mr. Sanjay Monga (DIN: 03057031):

In compliance of Clause 49 of Listing Agreement, Mr. Sanjay Monga (DIN: 03057031) was appointed as an Independent Director of the Company. Now, Board of Directors in compliance of the provisions of Section 149 of the Companies Act, 2013 proposes to appoint Mr. Sanjay Monga as Independent Director to hold office for a period of 5 (five) consecutive years commencing from this Annual General Meeting upto the conclusion of 26th Annual General Meeting to be held in calendar year 2019, whose period of office will not be liable to retire by rotation.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the profits of the Company for the year ended on the date;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B.K. Kapur & Co., Chartered Accountants, Ghaziabad Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting and are eligible for re appointment.

In terms of provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors (including Associate Audit Firm) can be appointed for a maximum term of 10 years which shall be inclusive of the existing tenure completed by such Statutory Auditors.

Since, M/s B.K. Kapur & Co., Chartered Accountants, Ghaziabad has completed more than 10 years as Statutory Auditors of the Company, it is proposed to re-appoint them for a further term of 3 consecutive years from the conclusion of the ensuing 21st Annual General Meeting to the conclusion of 24th Annual General Meeting, subject to ratification by the shareholders at every Annual General Meeting.

The Company has received letters from the Auditors to the effect that their appointment, if made, shall be in accordance with the conditions as prescribed in the Rule 4 of the Companies (Audit and Auditors) Rules, 2014, and that they are not disqualified for appointment within the meaning of Section 139 and 141 of the Companies Act, 2013.

LISTING OF COMPANY SECURITIES

Your company's shares are currently listed on the Delhi Stock Exchange Ltd. However, there is no trading activity on the Delhi Stock Exchange Ltd. The Company has already paid listing fees to the Delhi Stock Exchange for the financial year 2014- 15.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

As per provisions of Companies Act, 2013, company is under consideration to appoint suitable candidates for position of Managing Director and Chief Financial Officer.

DEMATERIALISATION OF SECURITIES

As informed in the last year's Director's Report, the shares of your Company were included in the compulsory list of trading in dematerialisation form with effect from 2nd January, 2002 and your company had entered into necessary agreement with depository NSDL (National Securities Depository Limited). It is, therefore, advisable to trade in the securities of the Company in dematerialisation form, which is convenient and safe.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement, a Report on Corporate Governance along with a certificate from Company Secretary in Whole Time Practice on the Compliance of the condition of Corporate Governance is provided elsewhere in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 and Amendment Rules 2011 may be taken as NIL since no employee of the Company was in receipt of remuneration in terms of limits specified under the said Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has no manufacturing or other operations, the Companies (Disclosure of Particulars in the Report of Board of directors) Rules, 1988 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2014.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.

By Order of the Board For ADHARSHILA CAPITAL SERVICES LIMITED

Sd/- (RAJENDRA KUMAR KHANNA) Place : Ghaziabad CHAIRMAN OF THE BOARD Dated : 24.05.2014 DIN : 00183593

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(In Rupees)

Year Ended Year Ended 31.03.13 31.03.12

Revenue from Operations 18,16,130 18,25,932

(Loss)/Profit Before Depreciation & Tax (4,39,832) (6,24,882)

Less:

Depreciation 29,783 41,816

Less: Provision for tax:-

-Earlier Year (167) 26,934

-Deferred Tax 19,199 (1,75,940)

(Loss)/Profit after Taxation (4,88,647) (5,17,692)

Balance Brought Forward 29,32,264 34,49,956

Surplus carried to Balance Sheet 24,43,617 29,32,264

The working of your company for the year under review resulted in operating loss of Rs. 4,69,615/- as against loss of Rs. 6,66,698/- in the previous year.

DIVIDEND

In the absence of Profits in the current Financial Year, your Directors have not recommended any dividend for the Financial Year 2012-13.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. Joginder Singh Dhikkar is retiring by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Your Directors recommend his re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the losses of the Company for the year ended on the date;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B. K. Kapur & Company, Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment. The Auditors have also furnished the certificate to the effect that their reappointment, if made, will be within the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

LISTING OF COMPANY SECURITIES

Your company's shares are currently listed on the Delhi Stock Exchange Ltd. However, there is no trading activity on the Delhi Stock Exchange Ltd. The Company has already paid listing fees to the Delhi Stock Exchange for the financial year 2013- 14.

DEMATERIALISATION OF SECURITIES

As informed in the last year's Director's Report, the shares of your Company were included in the compulsory list of trading in dematerialisation form with effect from 2nd January, 2002 and your company had entered into necessary agreement with depository NSDL (National Securities Depository Limited). It is, therefore, advisable to trade in the securities of the Company in dematerialisation form, which is convenient and safe.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement, a Report on Corporate Governance along with a certificate from Company Secretary in Whole Time Practice on the Compliance of the condition of Corporate Governance is provided elsewhere in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 and Amendment Rules 2011 may be taken as NIL since no employee of the Company was in receipt of remuneration in terms of limits specified under the said Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has no manufacturing or other operations, the Companies (Disclosure of Particulars in the Report of Board of directors) Rules, 1988 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2013.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.

By Order of the Board For ADHARSHILA CAPITAL SERVICES LIMITED

SD/-

(RAJENDRA KUMAR KHANNA) Place : Ghaziabad CHAIRMAN OF THE BOARD Dated : 22.07.2013

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Statements of Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(In Rupees)

Year Ended Year Ended 31.03.12 31.03.11

Revenue from Operations 18,25,932 23,97,114

(Loss)/Profit Before Depreciation & Tax (6,24,882) 7,64,509

Less:

a) Depreciation 41,816 37,183

b) Prior Period Items(Net) 16,003

Less: Provision for tax:-

-Current Tax ----- 2,35,000

-Earlier Year 26,934 (15,714)

-Deferred Tax (1,75,940) (3,925)

(Loss)/Profit after Taxation (5,17,692) 4,95,962

Amount Transfer to Reserve Fund ----- 99,200

Balance Brought Forward 34,49,956 30,53,195

Surplus carried to Balance Sheet 29,32,264 34,49,957

The working of your company for the year under review resulted in operating loss of Rs. 6,66,698/- as against profit of Rs. 7,27,326/- in the previous year.

DIVIDEND

In the absence of Profits in the current Financial Year, your Directors have not recommended any dividend for the Financial Year 2011-12.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. Harnand Tyagi and Mr. Rajendra Kumar Khanna are retiring by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

Mr. Sanjay Monga was appointed as Additional Director of the Company w.e.f. 03.10.2011 and holds office till forthcoming Annual General Meeting. However, the Company has received a notice under section 257 of the Companies Act, 1956 from a Shareholder proposing his candidature for the office of Director. A resolution is being placed before the members for approval.

Further Mr. Rajendar Kumar, Director of the Company has resigned from the office of Directorship w.e.f. 04.10.2011. The Board places on record its deep appreciation for the services rendered by him during his tenure.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the losses of the Company for the year ended on the date;

(iii) that proper and sufficient care has been taken 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;

(iv) that the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s B. K. Kapur & Company, Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointment. The Auditors have also furnished the certificate to the effect that their reappointment, if made, will be within the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

LISTING OF COMPANY SECURITIES

Your company's shares are currently listed on the Delhi Stock Exchange Ltd. However, there is no trading activity on the Delhi Stock Exchange Ltd. The Company has already paid listing fees to the Delhi Stock Exchange for the financial year 2012-13.

DEMATERIALISATION OF SECURITIES

As informed in the last year's Director's Report, the shares of your Company were included in the compulsory list of trading in dematerialisation form with effect from 2nd January, 2002 and your company had entered into necessary agreement with depository NSDL (National Securities Depository Limited). It is, therefore, advisable to trade in the securities of the Company in dematerialisation form, which is convenient and safe.

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement, a Report on Corporate Governance along with a certificate from Company Secretary in Whole Time Practice on the Compliance of the condition of Corporate Governance is provided elsewhere in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 and Amendment Rules 2011 may be taken as NIL since no employee of the Company was in receipt of remuneration in terms of limits specified under the said Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Finance and Investment Company and has no manufacturing or other operations, the Companies (Disclosure of Particulars in the Report of Board of directors) Rules, 1988 are not applicable. There were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2012.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.

By Order of the Board For ADHARSHILA CAPITAL SERVICES LIMITED

SD/- (RAJENDRA KUMAR KHANNA) Place : Ghaziabad CHAIRMAN OF THE BOARD Dated : 03.09.2012