Directors Report of Apollo Pipes Ltd.

Mar 31, 2018

Dear Members,

The Directors are pleased to present their 32nd Boards’ Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE

The Financial Results of the Company for the financial year under report are as under:

(Rs. In Lacs)

Particulars	2017-18	2016-17
Profit before Depreciation &	3817.46	2873.62
Income Tax
Less: Depreciation	692.04	467.82
Profit after depreciation	3125.42	2405.80
Less/Add: Provision for Tax:
Current Tax	914.91	790.35
Deferred tax Saving/Liability	4.53	46.48
Earlier years tax adjustment	-	-
Profit After Taxation	2205.98	1568.97
Add: Profit brought Forward	1998.55	429.58
Balance Carried over to	4204.53	1998.55
Balance Sheet

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

TRANSFER TO RESERVE

The Company has not transferred any amount to the general reserve and an amount of profit for the year under review of Rs. 2205.98 Lacs forms part of retained earnings for the financial year 2017-18.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2018 was Rs. 11,03,44,020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only) divided in to 1,10,34,402 (One Crore Ten Lacs Thirty Four Thousand Four Hundred And Two only) equity shares of Rs. 10/- each. During the year, the subsidiary of the Company got amalgamated with it vide order passed by the Hon’ble National Company Law Tribunal, Principal Bench, New Delhi (“NCLT”) dated November 08, 2017 and the Company had issued 60,32,702 (Sixty Lacs Thirty Two Thousand Seven Hundred And Two only) equity shares pursuant to exchange ratio of the scheme of amalgamation to the shareholders of its subsidiary. Consequently the paid-up equity share capital has increased to Rs. 11,03,44,020/- (Rupees Eleven Crores Three Lacs Forty Four Thousand And Twenty only).

Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) in consultation with Central Government which are mandatory to be complied by the Company.

OPERATIONAL REVIEW

Detailed information on the operations and state of the affairs of the Company are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

During the year under review, the Company has no joint venture(s) or associate(s).The subsidiary of the Company got amalgamated with it vide order passed by Hon’ble National Company Law Tribunal, Principal Bench, New Delhi dated November 08, 2017 with appointed date April 01, 2016. Hence, disclosure in form AOC-1 is not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the Profit and Loss of the Company for the that period;

iii. The Directors have 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 have prepared the annual accounts on a going concern basis.

v The Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively.

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

CORPORATE GOVERNANCE

Corporate Governance report including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism.

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to Regulation 34 read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Certificate regarding compliance of conditions of Corporate Governance are annexed to this report as an “Annexure-1”.

The Corporate Governance Report which forms part of this report inter alia covers the following:

a) Particulars of the Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts/ arrangements/ transactions entered by the Company during the Financial Year 2017-18 with related parties were in the ordinary course of business and on an arm’s length basis. During the year the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

In view of the above, disclosure in Form AOC-2 is not applicable.

Your Directors draw attention of the members to Note 35 to the financial statements which set out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.apollopipes.com/media/product/1 131204722_ Related_Party_Policy_of_Apollo_Pipes_Limited.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules made in this regard your Company was required to spend 2% i.e. ‘37,47,616/- (Rupees Thirty Seven Lacs Forty Seven Thousand Six Hundred Sixteen Only) of its Net profit for CSR activities and Company had spent Rs. 31,00,000/-(Rupees Thirty One Lacs Only). The Annual Report on the CSR activities is enclosed as an “Annexure - 2”.

RISK MANAGEMENT POLICY

Your Company has already adopted a formal Risk Management Policy whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In light of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Sameer Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The information as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 in case of reappointment of the director is provided in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

Further, details of changes in the Directors and Key Managerial Personnel during the year under review are as follows:

¹Mrs. Meenakshi Gupta, ²Mr Rajeev Kohli and ³Mr Rahul Jain has resigned from the office of Director from the closure of working hours w.e.f. January, 30, 2018.

Composition of the Board of Directors of the Company as on 31.03.2018:

1.	Mr. Sameer Gupta	- Managing Director
	(DIN: 00005209)	(Executive)
2.	4Mr Sanjay Gupta	- Chairman & Director
	(DIN: 00233188)	(Non-executive)
3.	5Mr. Pradeep Kumar Jain	- Director
	(DIN: 08063400)	(Independent)
4.	6Ms. Neeru Abrol	- Director
	(DIN: 01279485)	(Independent)

⁴Mr Sanjay Gupta, ⁵Mr Pradeep Kumar Jain and ⁶Ms. Neeru Abrol were appointed as an Additional Directors w.e.f. January 30, 2018.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of familiarization programmes for Independent Directors of the Company is placed on the website of the Company at:

http://www.apollopipes.com/investors/Companyrsquos-Policy-35

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees.

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent & Non-Executive, and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 (Nine) Board Meetings were held on 02.05.2017, 30.05.2017, 01.09.2017, 14.09.2017, 13.12.2017, 02.01.2018, 19.01.2018, 30.01.2018 and 28.02.2018. The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of three directors viz Ms. Neeru Abrol, Non-Executive Independent Director, Mr. Pradeep Kumar Jain, Non-Executive Independent Director and Mr. Sameer Gupta, Executive Director Mr. Pradeep Kumar Jain is Chairman of the committee.

During the year, 4 (four) meetings of the Audit Committee were held on 30.05.2017, 14.09.2017, 13.12.2017 and 30.01.2018. The intervening gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as “Annexure-3”.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link:

http://www.apollopipes.com/investors/Companyrsquos-Policy-35.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees or investments, as covered under the provisions of Section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2017-18 are given under the respective head and the same is furnished in the notes to the financial statements.

COST AUDITOR

The audit of Cost Records of the Company is mandatory for the financial year ended 31st March, 2018, is being conducted by M/s Vijender Sharma & Co., Cost Accountants and their report will be filed in e-form CRA-4 with Ministry of Corporate Affairs.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, the existing auditors M/s. VAPS & Co., Chartered Accountants, New Delhi, were appointed as the statutory auditors of the Company at the 29th Annual General Meeting (AGM) to hold the office until the conclusion of the 34th AGM, subject to ratification of the appointment by the members at every AGM.

Since, the provisions for ratification of appointment of Statutory Auditors is withdrawn from the Companies Act, 2013 read with the Companies (Amendment) Act, 2017 vide notification dated 07.05.2018. Hence, there is no requirement to ratify the appointment of M/s. VAPS & Co., Chartered Accountants as Statutory Auditor of the Company, who have already appointed for aforesaid period.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Ms. Anjali Yadav, Practicing Company Secretary (C.P. No. 7257; Membership No.F6628) to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the year 2017-18 as submitted by her in the prescribed form MR-3 is annexed herewith as “Annexure-4”.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as “Annexure-5” and forms part of the Boards’ Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure of ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company and other requisite details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this report as “Annexure-6”. Further particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules, form part of this report. However, in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company. The said information is available for inspection at the registered office of the Company during working hours.

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

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is annexed hereto as Annexure-7 forming part of this Report.

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT During the year under review, Hon’ble National Company Law Tribunal, Principal Bench at New Delhi (“NCLT”) vide its order dated 8th November, 2017 has approved the scheme of Arrangement for Amalgamation of Apollo Pipes Limited (Transferor Company) with Amulya Leasing and Finance Limited (Transferee Company) under Section 230 and 232 of Companies Act, 2013 with the effect from the appointed date i.e. 01/04/2016.

Further, in terms of approved scheme of amalgamation, Clause 2 of Part III the name of Amulya Leasing and Finance Limited (Transferee Company) was changed with the name of Transferor Company i.e. Apollo Pipes Limited vide Certificate of incorporation issued by Registrar of Companies, NCT of Delhi & Haryana consequent upon change of Name dated December 20, 2017.

Aforesaid order of NCLT is available at Company’s website: http://www.apollopipes.com/media/product/531 066663_ Orderdated08.1 1.2017-ALFL&APLMerger.pdf

UNCLAIMED/UNPAID DIVIDEND

Your Company has not declared any dividend to its shareholders so far Thus, there is no unclaimed or unpaid dividend as on March 31, 2018.

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

Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. During the financial year 2017-18, no case/complaint was reported to the Company under the said policy.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company’s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director’s wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

On behalf of the Board of Directors

Apollo pipes Limited

Sd/- Sd/-

(Sameer Gupta) (Sanjay Gupta)

Date: May 23, 2018 Managing Director Chairman

Place: Ghaziabad DIN: 00005209 DIN: 00233188

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2016.

Financial Results

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	FY 2015-16	FY 2014-15	FY 2015-16	FY 2014-15
Gross sales	0.00	0.00	23297.26	9991.95
Less : Excise duty and cess	-	-	2462.61	1035.41
Net sales / Income from operations	0.30	76.17	20834.65	8956.54
Operating EBIDTA	(9.78)	62.33	2388.02	788.15
Add : Other income	0.4	2.36	32.76	50.42
Less : Finance cost	0.06	34.05	472.18	283.63
Less : Depreciation and amortization	-	-	409.31	209.74
Profit before exceptional items and tax	(9.44)	30.64	1539.29	345.20
Less : Exceptional items	-	-	-	-
Add: Extra Ordinary items	-	-	-	916.79
Profit before tax (PBT)	(9.43)	30.64	1539.29	1261.99
Less : Tax expense	2.01	9.35	545.42	110.06
Profit for the year (PAT)	(11.45)	21.29	993.87	1152.92
Add : Balance in profit and loss account	429.69	431.29	999.60	424

Profit available for appropriation	441.13	452.59	2398.30	1897.43
Less : Appropriations :
Proposed dividend on Equity Shares	-	-	-	-
Tax on dividends	-	-	-	-
T ransfer to general reserve	-	-	-	4.26
Balance carried over to Balance Sheet	441.14	452.5	2398.30	1902

Dividend

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

Share Capital

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 4,99,63,000. During the year, reminder-cum-forfeiture notices were issued to those shareholders who are holding partly paid up shares of the Company and have not paid their outstanding allotment amount till date. In response to such notices, the Company received the outstanding allotment amount aggregating to Rs. 10,500 and consequently, the paid-up equity share capital as on March 31, 2016 increased to Rs. 4,99,73,500.

Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Operational Review

Detailed information on the operations and state of the affairs of the Company are covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associates Companies

The Company has only one subsidiary Company namely, M/s. Apollo Pipes Limited. A report on the performance and financial position of its subsidiary pursuant to Section 129 of the

Companies Act, 2013 in prescribed Form AOC-1 is annexed herewith as "Annexure-1” and hence not repeated for the sake of brevity.

The audited financial statement and related information of the subsidiary company will be available for inspection during regular business hours at the Company’s registered office at 37, Hargobind Enclave, Vikas Marg, New Delhi-110092 and the same are also available at the Company’s website i.e. www.amulyaleasing.in as prescribed in Section 136 of the Companies Act, 2013.

During the year under review, no company have became or ceased to be the company’s subsidiary, joint venture or associate.

Directors’ Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed.

(b) 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 and loss of the Company for the period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI.

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C , D and E of Schedule V are not applicable on the

Company, since its paid up equity share capital and net worth as on the last day of the previous financial year does not exceed rupees ten crore and rupees twenty five crore, respectively.

In light of the above, there is no requirement for annexing Corporate Governance Report, Declaration from Chief Executive Officer affirming compliance of Code of Conduct of Board of Directors and Senior Management; and compliance certificate from auditors or practicing company secretary regarding compliance of conditions of corporate governance, with this Annual Report.

Contracts and Arrangements with Related Parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts/ arrangements/ transactions entered by the Company during the Financial Year 2015-16 with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

Your Directors draw attention of the members to Note 14 to the financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the Company with related parties are given in "Annexure - 2” in Form AOC-2 and the same forms part of this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.amulyaleasing.in/ Company’s Policy/Related%20Party%20Policy.pdf

Corporate Social Responsibility (CSR)

Since your Company does not fall under the criteria laid down under Section 135 of the Companies Act, 2013 read with the rules made there under, provisions related to constitution of CSR Committee, amount to be spent on CSR activities etc. are not applicable on the Company.

Risk Management Policy

Your Company has already adopted a formal Risk Management Policy, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.

Details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Internal financial controls with reference to the financial statements were adequate and operating effectively.

Directors and Key Managerial Personnel

In light of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Meenakshi Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The information as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in case of reappointment of the director is provided in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

There was no other change in the Directors and Key Managerial Personnel during the year under review.

Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of familiarization programmes for Independent Directors of the Company is placed on the website of the Company at http://amulyaleasing.in/Company%27s_Policy/ Familiarization_Programme_for_IDs.pdf

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of various Committees.

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive. The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

Number of meetings of the Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings were held on 30^th May 2015, 30^th July 2015, 31^st July 2015, 6^th November 2015, 16^th December 2015, 10^rd February 2016 and 30^th March 2016 The intervening gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

Audit Committee

The Audit Committee of the Company comprises of three directors viz Mr. Rahul Jain, nonexecutive independent director, Mr. Rajeev Kohli, non-executive independent director and Mr. Sameer Gupta, executive director. Mr. Rahul Jain is the Chairman of the committee.

During the year, five audit committee meetings were held on 30^th May 2015, 30^th July 2015, 31^st July 2015, 6^th November 2015 and 10^th February 2016. The intervening gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

Company’s policy on directors’ appointment and remuneration

The Company has devised a policy for performance evaluation of Independent Directors, Board Committees, Board and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The policies relating to selection of Directors, determining their independence and the remuneration policy for Directors and key managerial personnel is attached as “Annexure-3”.

Details of establishment of vigil mechanism for Directors and Employees

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://www.amulya leasing. in/Company’s Policy/ Whistle%20Blower%20Policy.pdf

Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans, guarantees or investments, as covered under the provisions of Section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2015-16 are given under the respective head and the same is furnished in the notes to the financial statements.

Auditors and Auditors’ Report

Statutory Auditors - Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, the existing auditors M/s. VAPS & Co., Chartered Accountants, New Delhi, were appointed as the statutory auditors of the Company at the 29^th Annual General Meeting (AGM) to hold the office until the conclusion of the 34^th AGM, subject to ratification of the appointment by the members at every AGM held after 29^th AGM.

The Members are requested to ratify the appointment of M/s. VAPS & Co., Chartered Accountants as statutory auditors of the Company and to fix their remuneration for the Financial Year 2016-17.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor.

Secretarial Auditors - Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Ms. Anjali Yadav, Practicing Company Secretary (Membership No. F6628) to conduct the Secretarial Audit of the Company for the financial year 2015 -16. The Secretarial Audit Report for the year 2015-16 as submitted by her in the prescribed form MR-3 is annexed herewith as “Annexure-4”.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

Fixed Deposits

Since the Company was a Non Deposit taking Non Banking Financial Company (NBFC-ND) during the year under review, it has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as “Annexure-5” and forms part of the Directors’ Report.

Particulars of Employees and Related Disclosures

Details pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Annual Report and annexed herewith as “Annexure-6”.

Further, during the year under review, there was no employee covered under the provisions of Section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Consolidated Financial Statements

The consolidated financial statements presented by the Company include financial information of its subsidiary Company prepared in compliance with applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements and the Auditor’s Report thereon form part of this annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company has no activity relating to conservation of energy and technology absorption. The Company did not have any foreign exchange income or outgo.

Classification of Company as a Core Investment Company (CIC)

The Company having satisfied the criteria specified for being a CIC, not requiring registration with RBI pursuant to the provisions of Section 45-IA of RBI Act, 1934, had applied to RBI in this regard on September 4, 2015.

In response to the above, RBI vide its order dated March 01, 2016 has cancelled the Certificate of Registration (CoR) issued to the Company to carry on the business of NBFC and has confirmed the qualification of the Company as a Core Investment Company, not requiring registration with RBI, pursuant to the provisions of Section 45- IA of the RBI Act, 1934.

Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The Board at its meeting held on 30^th May, 2016 has considered and approved the Scheme of Amalgamation of M/s. Apollo Pipes Limited with the Company, in accordance with the provisions of Section 391-394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, subject to the requisite approval of Hon’ble High Court of appropriate jurisdiction, Shareholders, Creditors of both the Companies, Securities and Exchange Board of India (SEBI) and any other statutory and regulatory authorities.

The draft scheme of amalgamation along with necessary documents has already been submitted to BSE (designated stock exchange) on 7^th June, 2016 for its approval/No-Objection Letter.

The Scheme of Amalgamation as submitted to BSE is also placed on the website of the Company at http://amulyaleasing.in/ scheme_of _amalgamation.pdf

Unclaimed/Unpaid Dividend

Your Company has not declared any dividend to its shareholders so far. Thus, there is no unclaimed or unpaid dividend as on March 31, 2016.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the provisions stipulated under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. During the financial year 2015-16, no case/complaint was reported to the Company under the said policy.

Significant and material orders passed by the regulators or courts

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Acknowledgement

The Board acknowledges with gratitude the co-operation and assistance provided by the Company’s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director’s wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

On behalf of the Board of Directors

(Sameer Gupta) (Meenakshi Gupta)

Managing Director Director

Date: 10^th August 2016

Place: New Delhi

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and the audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTICULARS Standalone

FY FY 2014-15 2013-14

Gross sales 76.17 72.77

Less : Excise duty and cess - -

Net sales / Income from operations 76.17 72.77

Operating EBIDTA 62.33 55.72

Add : Other income 2.36 -

Less : Finance cost 34.05 -

Less : Depreciation and amortisation - -

Profit before exceptional items and tax 30.64 55.71

Less : Exceptional items - -

Profit before tax (PBT) 30.64 55.71

Less : Tax expense 9.35 19.31

Profit for the year (PAT) 21.29 36.40

Add : Balance in profit and loss account 431.29 394.89

Profit available for appropriation 452.58 431.29

Less : Appropriations :

Proposed dividend on Equity Shares - -

Tax on dividends - -

Transfer to general reserve - -

Balance carried over to Balance Sheet 452.58 431.29

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements presented by the Company include financial information of its subsidiary Company prepared in compliance with applicable Accounting Standards. The audited consolidated financial statements and the Auditor's Report thereon form part of this annual report.

SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company has only one subsidiary Company namely, M/s. Apollo Pipes Limited. A report on the performance and financial position of its subsidiary as per the Companies Act, 2013 in Form AOC-1 is enclosed herewith as "Annexure-II" and hence not repeated for the sake of brevity.

The audited financial statement and related information of the subsidiary, where applicable, will be available for inspection during regular business hours at the company's Registered Office at 37, Hargobind Enclave, Vikas Marg, New Delhi-110 092 and the same are also available at our website i.e. www.amulyaleasing.com as prescribed in Section 136 of the Companies Act, 2013.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the FY 2014-15, M/s. Apollo Pipes Limited (CIN: U28939DL1999PLC098418) became subsidiary company w.e.f. 14th November 2014 consequent upon acquisition of 50.96% equity shares by the Company.

M/s. Apollo Pipes Limited is a leading manufacturing Company of PVC Pipes and leader in Northern India in its segment. Its key product range include varieties of CPVC products, uPVC products, HDPE products, Steel Pipes & Hollow Sections.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the Financial Year 2014-15.

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

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed.

(b) 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 and loss of the Company for the period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated in Clause 49 of the Listing Agreement in both letter and spirit during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The Company has complied with the Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on Corporate Governance, along with certificate from Statutory Auditor confirming compliance with the requirements of Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), are annexed herewith and forming part of the Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.amulyaleasing.com/Company's_Policy/Related%20Party%20 Policy.pdf

Your Directors draw attention of the members to Note 17 to the financial statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the Company with related parties referred to in Section 188 in Form AOC-2 is enclosed herewith as "Annexure-III".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions for CSR as stipulated under Section 135 of the Companies Act, 2013 read with rules framed thereunder, are not applicable on the Company since the Company does not fall under the criteria laid down under the said provisions for its applicability.

RISK MANAGEMENT POLICY

During the year, the Board of Directors, in its Meeting held on May 28, 2014, has also adopted a formal Risk Management Policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a robust and comprehensive Internal Financial Control System commensurate with the size, scale and complexity of its operations. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance of statues and corporate policies and procedures. The system encompasses the major processes to ensure reliability of financial reporting, compliance with the policies, procedures, laws and regulations safeguarding assets and economical and efficient use of resources. The policies and procedures adopted by the company ensure the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy and completeness of the records and timely preparation of reliable financial information.

The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sameer Gupta retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Further, in Compliance with requirements of Section 203 of the Companies Act, 2013, Mr. Virendra Singh Verma was appointed as Chief Executive Officer (CEO) and Mr. Ajay Kumar Jain was appointed as Chief Financial Officer (CFO) of the Company with effect from 1st February, 2015. Also, Mr. Jairaj Vikas Verma was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 30th May 2015 in place of Ms. Nitu Gupta who resigned from such position.

The details of directors being recommended for appointment / re-appointment as required in Clause 49 of the Listing Agreement are contained in the Notice convening the ensuing Annual General Meeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment / re-appointment of Directors are also included in the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

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, the Directors individually as well as the evaluation of the working of various Committees. The Independent Directors also carried out the evaluation of other Directors, the details of which covered in the Corporate Governance Report.

CRITERIA FOR EVALUATION OF DIRECTORS

For the purpose of proper evaluation, the Directors of the Company have been divided in 3 (three) categories i.e. Independent, Non-Independent and Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, result/achievements, understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value and openness/ receptivity.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings were held on 28th May 2014, 14th August 2014, 14th November 2014, 30th January and 23rd February 2015 and four Audit Committee Meetings were held on 28th May 2014, 14th August 2014, 14th November 2014 and 30th January 2015. The details of which are given in the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors, of which two are Non-Executive and Independent Directors. The Chairman of the committee is a Non-Executive Independent Director. The composition of the Audit Committee as on March 31, 2015 is as under:

S.No. Name of Directors Category

1. Mr. Rahul Jain Independent Non-Executive

2. Mr. Rajeev Kohli Independent Non-Executive

3. Mr. Sameer Gupta Non-Executive Promoter

NOMINATION AND REMUNERATION COMMITTEE

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 28th May, 2014, approved the terms of reference of Nomination and Remuneration Committee which inter alia includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178 (3) of the Companies Act, 2013, based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the terms of reference are- Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Key Managerial Personnel (other than Managing / Whole Time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees.

The terms of reference relating to appointment of Directors, payment of Managerial Remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 is furnished and forms part of this Report.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

In compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at the link: http://www.amulyaleasing.com/Company's_Policy/ Whistle%20Blower%20 Policy.pdf

AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors -The existing Auditors M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, retire at the conclusion of the ensuing Annual General Meeting and have not offered themselves for re-appointment. The letter of unwillingness has already been received by the Company.

The observation made in the Auditors' Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

B. Internal Auditors - During the year under review, Ms. Surbhi Jain was appointed as Internal Auditor of the Company to carry out the internal audit functions of the Company.

C. Secretarial Auditors - During the year under review, M/s Anjali Yadav & Associates, Company Secretaries, were appointed as the Secretarial Auditor of the Company, in accordance with the requirements of Companies (Appointment and Remuneration personnel) Rules 2014. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure-IV" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees or investments, as covered under the provisions of section 186 of the Companies Act, 2013, made by the Company during the Financial Year 2014-15 are given under the respective head and the same is furnished in the notes to the financial statements.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 4,99,63,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus shares.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as "Annexure-I" and forms part of the Directors' Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has not received any complaint on sexual harassment.

FIXED DEPOSITS

Since the Company is a Non Deposit taking Non Banking Financial Company (NBFC-ND), it has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

UNCLAIMED / UNPAID DIVIDEND

Your Company has not declared any dividend so far. Thus, there is no unclaimed or unpaid dividend as on March 31, 2015.

PARTICULARS OF EMPLOYEES

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Annual Report and annexed herewith as "Annexure-V".

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

Your Company has no activity relating to conservation of energy and technology absorption. The Company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA'S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the Company are listed at Bombay Stock Exchange (BSE) Ltd.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company's bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director's wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

(Sameer Gupta) (Meenakshi Gupta) Place: New Delhi Director Director Dated: 31st July, 2015

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Mar 31, 2014

To, The Members of Amulya Leasing and Finance Limited.

The Board of Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company together with the audited financial statements and accounts for the year ended March 31, 2014.

PERFORMANCE REVIEW

During the year under review, the Company has earned a Net Profit of Rs. 36,40,161.25 as compared to a Net Profit of Rs. 35,63,946.82 in the previous year. The Financial sector remains subdued during FY 2013-14 and the company averse of any risk to be taken for small gains and hence no operations being carried out during the year under review. Your directors are taking various initiatives for overall better performance of the company, improved profits in the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year appended here with.

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

FUTURE OUTLOOK

In the current year the global economy continued to witness sluggish growth. Overall growth at 3 per cent was 0.5 per cent lower compared to the pre crisis levels in 2008. The growth of Indian economy also slowed down significantly. GDP growth for the Financial year 2013-14 is expected to be around 5.5 per cent, the slowest growth in more than a decade. Constant high inflation, an area of significant concern of the Reserve Bank of India (RBI), and RBI adopted a conservative approach and maintained the bank rates as per the need of economy as a whole so that the situation in future become more investor friendly. Liquidity remained under pressure throughout the year because of persistently high government cash balances with RBI and elevated incremental credit to deposit ratio for significant part of the year. The government is very much serious to improve the growth of overall economy by means of implementation of new and speedy projects of infrastructure / basic needs utilities development in rural areas. Your directors hope for improvement in the performance of the company as the steps for development will be taken by the government which ultimately leads to financial sector reforms in coming days and henceforth implementation of innovative and effective decisions.

DIRECTORS

Mr. Rahul Jain retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for the re-appointment of the aforesaid director has been included in the Notice convening the Annual General Meeting.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Rajeev Kohli and Mr. Rahul Jain as Independent Directors for the terms given in the Notice of the 28th Annual General Meeting.

The proposals regarding the appointment / re-appointment of the aforesaid directors are placed for your approval. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 28th Annual General Meeting.

The Board of directors of the company recommend their appointment / re-appointment. The company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) That the directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. A certificate from M/s. R. Mahajan & Associates, Chartered Accountants with regard to Compliance of the provisions of clause 49 of the listing agreement, by your company, is attached hereto as Annexure and forms part of this report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which is to function in accordance to terms of reference as contained in Clause 49(II)(c), (d) & (e) of the Listing Agreement and Section 177 of the Companies Act, 2013, comprises of 3 members namely Mr. Rahul Jain, Mr. Rajeev Kohli and Mr. Sameer Gupta and Mr. Rahul Jain acts as the Chairman of the said Committee. The committee reviews the company''s financial information and the quarterly/ half yearly/ annual financial statements before they are submitted to the Board of Directors and performs such other functions in accordance with the terms of its reference. The Audit Committee of your company has been functioning in compliance to the afore-mentioned guidelines.

AUDITORS

The Auditors of the Company, M/s. R. Mahajan & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comments.

FIXED DEPOSITS

During FY 2013-14, the company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and, as such, no amount of principal or interest was outstanding as on the Date of Balance Sheet.

UNCLAIMED / UNPAID DIVIDEND

Your Company has not declared any dividend so far. Thus, there is no unclaimed or unpaid dividend as on March 31, 2014.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

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

Your company has no activity relating to conservation of energy and technology absorption. The company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA''S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the company are listed at Bombay Stock Exchange and Delhi Stock Exchange.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company''s bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director''s wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/- (Sameer Gupta) (Meenakshi Gupta) Director Director

Place: Delhi Dated: August 14, 2014

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Mar 31, 2013

The Members of Amulya Leasing and Finance Limited.

The Board of Directors have pleasure in presenting the lT Annual Report on the business and operations of the Company together with the audited financial statements and accounts for the year ended March 31,2013.

PERFORMANCE REVIEW

During the year under review, the Company has earned a Net Profit of Rs. 3,563,946.82 as compared to a Net Profit of Rs. 3,421,554.26m the previous year.The Financial sector remain subdued during FY 2012-13 and the company averse of any nsk to be taken for small gams and hence no operations being carried out during the year under review. Your directors are taking various initiatives for overall better performance of the company, improved profits in the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year ended annexed herewith.

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the needto augment the resources for operational purposes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

FUTURE OUTLOOK

In the current year the global economy continued to witness sluggish growth. Overall growth at 3 per cent was 0.5 per cent lower compared to the pre crisis levels in 2008. The growth of Indian economy also slowed down significantly GDP growth for the Financial year 2012-13 isexpected to be around 5 per cent, the slowest growth m more than a decade. Inflation, an area of significant concern of the Reserve Bank of India (RBI), eased considerably in the latter part of the year and was 5.96 per cent in March 2013. Despite the easing of inflation the RBI adopted a conservative approach and reduced the rates by only 25 basis points in March 2013.Liquidity remamed underpressure throughout the year because of persistently high government cash balances with RBI and elevated incremental credit to deposit ratio for significant part of the year. The government is very much serious to improve the growth of overall economy by means of implementation of new and speedy projects of infrastructure / basic needs utilities development m rural areas. Your directors hope for improvement in the performance of the company as the steps for development will be taken by the government which ultimately leads to financial sector reforms in coming days and hence forth implementation of innovative and effective decisions.

DIRECTORS

Mrs. Meenakshi Gupta retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re- appointment. Necessary resolution for the re-appointment of the aforesaid director hai been included in the Notice convening the Annual General Meeting.

DIRECTORS''RESPONSIBILITYSTATEMENT

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

a) that in the preparation of the accounts for the financial year ended March31,2013,the applicable accounting standards have been followed along with proper explanation are relating to material departures.ifany;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view ofthe state ofaffairsofthe Company at the end of the financial year and of the profit of the Company for the year under review;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) That the directors have prepared the accounts for the financial year ended March 31,2013 on a going concern basis.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. A certificate from M/s.RMahajan& Associates, Chartered Accountants with regard to Compliance of the provisions of clause 49 of the listing agreement, by your company, is attached hereto as Annexure and forms part of this report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

AUDITCOMMITTEE

The Audit Committee of the Board of Directors, which is to function m accordance to terms of reference as contained in Clause 49(II)(c), (d) & (e) of the Listing Agreement and Section 292Aof the Companies Act, 1956, comprises of 3 members namely Mr. Rahul Jain,Mr.Rajeev Kohli and Mr.Sameer Gupta and Mr.Rahul Jain acts as the Chairman of the said Committee. The committee reviews the company''s financial information and the quarterly/ half yearly/ annual financial statements before they are submitted to the Board of Directors and performs such other functions in accordance with the terms of its reference. The Audit Committee of your company has been functioning incompliance to the afore-mentioned guidelines.

AUDITORS

M/s. R. Mahajan & Associates, Chartered Accountants, the retiring Auditors, have informed that they are offering themselves for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 224(lB)of the Companies Act, 1956.

Notes to Accounts,referred in the Auditors Report,are self-explanatory and therefore donot require any further comments.

FIXED DEPOSITS

During FY2012-13,the company did not accept/renew any deposits with in the meaning of Section 58A of theCompanies Act,1956 and the rules made there under and, as such, no amount ofprincipal or interest was outstanding as on the Date of Balance Sheet.

UNCLAIMED/UNPAIDDIVIDEND

Your Company has not declared any dividend so far.Thus,there is no unclaimed or unpaid dividend as on March 31,2013.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

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

Your companyhas no activity relating to conservation ofenergy and technology absorption. The company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA''S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bankof India from time to time.

LISTING

The equity shares of the company are listed at Bombay Stock Exchange and Delhi Stock Exchange.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company''s bankers, financers, govermnent and non-govemment agencies.The relationship with the employees remained cordial and your Director''s wish to place on record their appreciation for the contribution made by the employees at all levels.The Directors also thanks the shareholders for their continued support.



For and on behalf of the Board of Directors

(Sameer Gupta) (Meenakshi Gupta) Place : Delhi Director Director

Dated : May 25, 2013

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Mar 31, 2012

To, The Members of Amulya Leasing and Finance Limited.

The Board of Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company together with the audited financial statements and accounts for the year ended March 31,2012.

PERFORMANCE REVIEW

During the year under review, the Company has earned a Net Profit of Rs. 34,21,554.26 as compared to a Net Profit of Rs. 1,84,44,850.42 in the previous year. The Financial sector remain subdued during FY 2011-12 and the company averse of any risk to be taken for small gains and hence no operations being carried out during the year under review. Your directors are taking various initiatives for overall better performance of the company, improved profits in the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year appended here with.

DIVIDEND

The Company has inadequate profits during the year under review and as such your Directors do not recommend any dividend considering the need to augment the resources for operational purposes.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company's operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

FUTURE OUTLOOK

The current macro-economic environment is passing through a severe slowdown led by weakening in investment activity. While the fall in consumption also played a part in slowdown, the investment decline was much more pronounced. We expect the regulators and government to continue to work towards policy liberalization and structural reforms bringing in higher efficiencies and growth in markets. Despite a lower growth projection for India for FY13, we expect the Indian economy to outperform most developed economies. This should ensure a reasonable growth in the capital markets, throwing up exciting business opportunities. Your directors hope for improvement in the performance of the company as the financial sector reforms take place in the year to come and henceforth implementation of bold and effective decisions.

DIRECTORS

Mr. Vikas Goel, Mr. Anil Kumar Goel and Mr. Rakesh Kumar resigned from the directorship of the company w.e.f. May 30,2011. The Directors of the company would like to place on record their sincere appreciation of the contributions made by all of them during their tenure on the Board.

Mr. Rajeev Kohli retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Necessary resolution for the re-appointment of the aforesaid director has been included in the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the accounts for the financial year ended March 31,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) That the directors have prepared the accounts for the financial year ended March 31,2012 on a going concern basis.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. A certificate from M/s. R. Mahajan & Associates, Chartered Accountants with regard to Compliance of the provisions of clause 49 of the listing agreement, by your company, is attached hereto as Annexure and forms part of this report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which is to function in accordance to terms of reference as contained in Clause 49(II)(c), (d) & (e) of the Listing Agreement and Section 292A of the Companies Act, 1956, comprises of 3 members namely Mr. RajeevKohli, Mr. Rahul Jain and Mr. Sameer Gupta and the committee is reconstituted w.e.f. May 30,2011 with Mr. Rahul Jain as the Chairman of the said Committee. The committee reviews the company's financial information and the quarterly/ half yearly/ annual financial statements before they are submitted to the Board of Directors and performs such other functions in accordance with the terms of its reference. The Audit Committee of your company has been functioning in compliance to the afore-mentioned guidelines.

AUDITORS

M/s. R. Mahajan & Associates, Chartered Accountants, the retiring Auditors, have informed that they are offering themselves for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

Notes to Accounts, referred in the Auditors Report, are self-explanatory and therefore do not require any further comments.

FIXED DEPOSITS

During FY 2011-12, the company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and, as such, no amount of principal or interest was outstanding as on the Date of Balance Sheet.

UNCLAIMED / UNPAID DIVIDEND

Your Company has not declared any dividend so far. Thus, there is no unclaimed or unpaid dividend as on March 31,2012. PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

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

Your company has no activity relating to conservation of energy and technology absorption. The company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA'S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the company are listed at Bombay Stock Exchange and Delhi Stock Exchange.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company's bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Director's wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors

(Sameer Gupta) (Meenakshi Gupta)

Place: Delhi Director Director

Dated: September 3, 2012

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Mar 31, 2010

The Directors have immense pleasure in presenting before you the 24th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2010.

PERFORMANCE REVIEW

During the year under review, the Company has earned a Profit of Rs. 1,88,91,238.89 as compared to a Loss of Rs. 1,76,937.96 in the previous year. This has been largely possible due to the concerted efforts of the management and your directors expect that the initiatives undertaken will result in further improvement in the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the company transferred the Profit after Tax of Rs. 1,88,91,238.89 to the Reserves of the company.

DIVIDEND

Your directors do not recommend any dividend during the year under review.

FUTURE OUTLOOK

In the current year, your directors will continue with their initiatives and efforts and it is hoped that the company will continue with its profitability and will be in a better position for declaring dividend in the future.

DIRECTOR

Mr. Brij Bhushan Gupta, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors’ Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) That the directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance appears in this Annual Report. A certificate from Anjali Yadav & Associates, Practicing Company Secretaries, with regard to Compliance of the Corporate Governance code by your company, is attached hereto as Annexure and forms part of this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which is to function in accordance to terms of reference contained in Clause 49 II (C) (D) & (E) of the Listing Agreement and Section 292A of the Companies Act, 1956, comprises of 3 members namely Sh. Rakesh Kumar, Sh. Anil Goel and Sh. Pradeep Kumar Goel with Sh. Anil Goel being the Chairman of the said Committee. The committee oversees the company’s financial information, reviews the quarterly/ half yearly/ annual financial statements before they are submitted to the Board of Directors and performs such other functions as are given to it, by the terms of its reference. The Audit Committee of your company has been functioning in compliance to the afore-mentioned guidelines.

AUDITORS

M/s. R. Mahajan & Associates, Chartered Accountants, the retiring Auditors, have informed that they are offering themselves for reappointment. The Company has received letter from them to the effect that their appointment, if made, would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

DEPOSITS

Your Company has not accepted any deposits from the public. There are no unclaimed or unpaid deposits as on 31st March, 2010.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

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

Your company has no activity relating to conservation of energy and technology absorption. The company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIA’S DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the company are listed at Bombay Stock Exchange and Delhi Stock Exchange.

MATERIAL INFORMATION

Open Offer: An open offer had been made by Mr. Sameer Gupta, to acquire upto 10,00,340 (Ten Lacs Three Hundred and Forty) Equity Shares of the Company constituting 20% of the total Issued and Subscribed Equity Share Capital made under SEBI (SAST) Regulations 1997.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Company’s bankers, financers, government and non- government agencies. The relationship with the employees remained cordial and your Director’s wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.



On behalf of the Board of Directors



(Pradeep Kumar Goel) (Vikas Goel)

Place: New Delhi

Dated: 13/08/2010 Whole-Time Director Managing Director

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Mar 31, 2009

The Directors have immense pleasure in presenting before you the 23rd Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March, 2009.

PERFORMANCE REVIEW

During the year under review, the Company has incurred a loss of Rs. 1,76,937.96 as compared to the Loss of Rs. 15,54,205.12 in the previous year. Your directors expects the improvement in financial results in the coming years. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

DIVIDEND

Your directors regret their inability to recommend any dividend in view of losses during the year under review.

FUTURE OUTLOOK

In the current year, your directors are putting in efforts and it is hoped that the company will do better and will be in a better position to earn profit.

DIRECTOR

Appointment- Sh. Anil Goel, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment as Director on the Board of the Company in this AGM.

During the year under review, Mr. Rakesh Kumar was appointed as Additional Director of the Company on 19.02.2009. His tenure of office expires at this Annual General Meeting and he is eligible for appointment as Director liable to retire by rotation. Further notice under Section 257 has been received from a member signifying his candidature for the office of Director along with deposit of fees of Rs. 500/- Your directors recommends his appointment as Director on the Board of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) that in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) That the directors have prepared the accounts for the financial year ended 31st March, 2009 on going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance appears in this Annual Report. A certificate from Anjali Yadav & Associates, Practicing Company Secretaries, with regard to Compliance of the Corporate Governance by your company, is attached hereto as Annexure and forms part of this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which is to function in accordance to terms of reference contained in Clause 49 II (C) (D) & (E) of the Listing Agreement and Section 292A of the Companies Act, 1956, comprises of 3 members namely Sh. Rakesh Kumar, Sh. Anil Goel and Sh. Pradeep Kumar Goel with Sh. Anil Goel being the Chairman of the said Committee. The committee oversees the companys financial information, reviews the quarterly/ half yearly/ annual financial statements before they are submitted to the Board of Directors and performs such other functions as are given to it, by the terms of its reference. The Audit Committee of your company has been functioning in compliance to the afore-mentioned guidelines.

AUDITORS

M/s. R.K. Batra & Co., Chartered Accountants, the retiring Auditors, have informed that they are not offering themselves for reappointment. The Company has received a special notice from a member proposing the appointment of M/s. R. Mahajan & Associates, Chartered Accountants, New Delhi, as the Auditors, to hold office from the conclusion of this Annual General Meeting to the conclusion of the next Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The observations in the Auditors Report are dealt with in the notes forming part of accounts at appropriate places and the same being self-explanatory, no further comment is considered necessary.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year and the board passed a resolution to the same effect as required by RBI Guidelines.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

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

Your company has no activity relating to conservation of energy and technology absorption. The company did not have any foreign exchange income or outgo.

RESERVE BANK OF INDIAS DIRECTIONS

Your Company, being a Non Banking Finance Company (NBFC), continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

LISTING

The equity shares of the company are listed at Bombay Stock Exchange and Delhi Stock Exchange.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company between the end of the financial year of your Company and the date of the Directors Report.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the co-operation and assistance provided by the Companys bankers, financers, government and non-government agencies. The relationship with the employees remained cordial and your Directors wish to place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the shareholders for their continued support.

For and on behalf of the Board of Directors

SD/- SD/- (Pradeep Kumar Goel) (Vikas Goel) Whole-Time Director Managing Director

Place: New Delhi Date: 04.09.2009