Directors Report of Ashika Credit Capital Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors takes pleasure in presenting the Twenty-Fifth Annual Report of the operations and business of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1. FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Rs. lakhs)

Financial results for the year ended	31st March, 2018	31st March, 2017
Total Income	1103.69	183.22
Profit/ (Loss) before tax	376.41	298.62
Less: Tax Expenses	98.69	110.36
Profit / (Loss) for the year	277.72	188.26
Add: Balance as per last financial statements	(573.83)	(724.43)
Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1934	55.54	37.65
Surplus/(Deficit) in the Statement of Profit and Loss	(351.65)	(573.83)

2. STATE OF COMPANY AFFAIRS:

The year 2017-18 is a profitable year for the Company wherein your company recorded a profit after tax of RS.277.72 lakh as compared to RS.188.26 lakh in the previous Financial Year showing growth of approx 48%. Your company has earned approx RS.1089.24 lakh in the current fiscal year which pertains to interest income .

During the year 2017-18 , your company has drastically increased its loan book size, secured and unsecured, both in terms of value and count as compared to its previous year. The Company is concentrating more on lending activities as can be reflected from the Loan Book which has increased nearly 3 times as compared to last year. Your company as on 31st March 2018 has crossed the asset size of RS.100 crore .

The EPS (both basic & diluted) of your company is reflected as RS.3.94 and RS.3.93 respectively.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y. 2017-2018. Your company is engaged in financial services i.e. providing Loan against securities, so there is only one segment reporting as per AS 17.

4. DIVIDEND:

Your Board of Directors has declared that the funds of the Company are required for future expansion of the Company and so the profits of the Company for the year ended 31st March 2018 shall be deployed for the said purpose. The Board has decided not to recommend any dividend for the year ended 31st March 2018.

5. CHANGES IN SHARE CAPITAL:

During the year the Company issued 38,05,174 equity shares of face value of RS.10/- each and & 10,80,000 convertible warrants of face value of RS.10/- each at RS.36/- per shares at a premium of RS.26/- per share on preferential basis to promoter & non-promoter group on 27th March 2018. The new Equity Shares issued shall rank pari passu with the existing Equity Shares of the Company in all respects.

Consequent to issue of the additional Equity Shares as above, the issued and subscribed Share Capital of the Company stands to RS.1080.62 lakh divided into 1,08,06,174 Equity shares of RS.10/- each and Paid up Share Capital stands to RS.1080 lakh divided into 1,08,00,000 Equity shares of RS.10/-each. Further the paid up share capital on fully diluted basis stands to RS.1188 lakh divided into 1,18,80,000 Equity shares of RS.10/- each.

Further the Company has utilized the proceeds of the Preferential issue after the end of F.Y. 31.03.2018 and the said proceeds were utilized for the objects as mentioned in the notice of Shareholders and Private Placement Offer Letter. Also there has been no deviation in utilization of proceed pursuant to regulation 32 of SEBI (LODR) Regulation 2015.

6. TRANSFER TO RESERVE:

Your company proposes to transfer RS.55.54 lakhs to statutory reserve under section 45 IC of RBI Act 1934 for the year ended 31st March 2018.

7. DIRECTORS & KEY MANAGERIAL PERSON: DIRECTORS

During the year there stood changes in the Board of the Company wherein Mr. K.P Khandelwal, Independent Director, Mr. K.K.Saraf, non executive director & Ms. Anju Mundhra, Executive Director resigned from the directorship of the Company w.e.f. 13.09.2017, 01.11.2017 & 20.11.2017 respectively. Further Your directors at its meeting held on 14th February 2018 on the recommendation of the Nomination and Remuneration Committee had appointed Ms Suparna Sengupta as the Additional Director in the capacity of NonExecutive Independent Director with effect from 14.02.2018 for a period of 3 years subject to approval of shareholders at the ensuing Annual General Meeting.

RETIREMENT BY ROTATION

Pursuant to regulation 36 of SEBI (LODR) Regulation 2015, a brief resume / details relating to Directors who are proposed to be appointed/re-appointed and the details of the director liable to retire by rotation is furnished in the Notice of the ensuring Annual General Meeting (AGM) of the Company. The Board of Directors of your Company recommends the reappointment of the Director liable to retire by rotation at the ensuing Annual General Meeting (AGM).

INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and as per regulation 25 of SEBI (LODR) Regulation 2015. All requisite declarations were placed before the Board.

FAMILIARIZATION PROGRAMME

In compliance with the requirement of Regulation 25 of Listing Regulations, the Company has conducted familiarization programme for the Independent Directors to familiarize them about the Company and their roles, rights, responsibilities in the Company. The details of the familiarization programme are uploaded on the website of the Company at http://www.ashikagroup.com/PDF/ familiarization%20programme.pdf.

REMUNERATION POLICY

The major highlights of the Remuneration Policy of the Company framed on selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, are disclosed in the Corporate Governance Report . The policy is uploaded at the website of the Company at http:// www.ashikagroup.com/PDF/Remuneration_Policy_final. pdf.

KEY MANGERIAL PERSONNEL

In terms of section 203 of Companies Act 2013 and rules made thereon, the following are the Key Managerial Personnel of the Company.

1) Mr. Pawan Jain-Whole Time Director (Executive Chairman)

2) Mr Daulat Jain - Managing Director & CEO

3) Mr Amit Jain - Chief Financial Officer

4) Ms Anju Mundhra - Company Secretary

8. NUMBER OF MEETINGS OF THE BOARD:

The Company has duly complied with section 173 of the Companies'' Act 2013. During the year under review, five board meetings were convened and held. The date on which meeting were held are as follow 30th April, 2017, 27th July 2017, 23rd October 2017, 14th February 2018 & 22nd February 2018.The maximum interval between any two meetings did not exceeded 120 days.

9. FORMAL ANNUAL EVALUATION:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee, Chairman and individual Directors.

The questionnaire and evaluation process was reviewed & reframed in the context of SEBI Guidance Note on Board evaluation dated January 5, 2017 and necessary alignment was made with the requirements. Separate exercise was carried out to evaluate the performance of chairman and Managing Director on basis of the parameters such as contribution, independent judgment, effective leadership to the Board, safeguarding of minority shareholders interest etc.

The Nomination and Remuneration Committee has carried out evaluation of every director''s performance and reviewed the self evaluation submitted by the respective directors. These meetings were intended to obtain Directors'' inputs on effectiveness of Board/ Committee processes.

The Independent Directors at their meeting, reviewed the performance and role of non-independent directors and the Board as a whole and Chairman of the Company. Further, the IDs at their meeting had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

The Board considered and discussed the inputs received from the Directors, which reflects the overall engagement of board and its committee with the Company. Board''s actions and decisions are aligned with the Company''s best interest. All Directors are interactive and participative. The Directors at the individual level enhances the value of boards'' effectiveness by elevating its knowledge and integrating the same in all desired ways so as to commit to the goal of sustainably elevating the Company''s value creation for the long term. The Chairman has wide knowledge and vast experience and skills and understanding of the Board''s Functioning.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The statement containing the disclosure as required in accordance with 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 is annexed as Annexure A. and forms part of the Board Report.

Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so details required pursuant to 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 is not applicable. Further the details of top ten employee of the Company is annexed as Annexure A..

11. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review.

12. AUDITORS STATUTORY AUDITOR

Pursuant to section 139(1) of Companies Act 2013 read with applicable rules thereon M/s. Haribhakti & Co. LLP ( Registration no: 103523W/W100048) have been appointed as Statutory Auditors of the Company for a period of 5 year from the conclusion of 24th Annual General Meeting held in 2017 till the conclusion of the 29th Annual General Meeting to be held in the year 2022, subject to ratification by shareholders in every AGM.. Pursuant to the Companies Amendments Act 2017 w.e.f. 07.05.2018 the proviso to section 139(1) of Companies Act 2013 in regard to the ratification of appointment of Statutory Auditor in every Annual General Meeting has been omitted.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates (Membership no 4515), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the year ended 31st March 2018 is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules framed thereon, your Company has appointed M/s. Shyamsukha Amit & Associates, Chartered Accountant to undertake the Internal Audit of the Company for the F.Y. 2017-2018. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2018.

AUDITOR REPORTS

The Auditors'' Report does not contain any qualifications, reservation or adverse remarks .The statutory Auditor has not reported any incident of fraud to the Audit committee or Board of Directors of the Company in the year under review.

13. COMMITTEES:

With a view to have a more focused attention on business and for better governance and accountability, and in accordance with applicable provisions, your Board has the following mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee. The details of the committee with terms of reference along with composition, meeting held and attended by the Directors during the year are provided in the Corporate Governance Report as per Regulation 34 of SEBI (LODR) Regulations, 2015.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has established a vigil mechanism for Directors and employees to report their genuine concerns and about unethical behavior, actual or suspected, fraud or violation of the Codes of conduct or ethics policy. It has adopted a Whistle Blower Policy and the same is hosted on the website of the Company (http://www.ashikagroup. com/PDF/Vigil_Mechanism_Policy.pdf). The details of the said vigil mechanism have been given in the Corporate Governance Report annexed to this Report.

15. RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and Regulation 17(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the competitive advantage. The framework has a different risk model which helps in identifying risk trends, exposure and potential impact analysis at a company level. The key business risk identified by the Company are related to Market Risk, Operational Risk, Interest Risk, Credit Risk, Liquidity Risk, Human Resource Risk and Regulation & Compliance and other related which are covered in MDA report..

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Sec 135 is not applicable for your Company, therefore the Company has not taken any initiatives for implementation of CSR accordingly.

17. EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The details extract forming part of the Annual Return as on 31st March 2018 is annexed herewith as Annexure - C.

18. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March 2018, being the end of the Financial Year of the Company to which financial statements relate and the date of the report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations. The court has granted a stay order on 12.09.2012 in connection to our application filed u/s 482 Hon''ble High Court, Calcutta against the compliant filed by Manali Properties Limited and M/S. Manali Properties & Finance Private Limited against company & its officers u/s 200 of the Criminal Procedure Code before the Court of Metropolitan Magistrate , Kolkata. The matter is still pending before Bankshall court and High Court, Kolkata.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company''s Internal Financial Control System is commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss, proper prevention & detection of frauds & error, the accuracy and completeness of the accounting records, and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. These are monitored and routinely monitor and evaluated by the Statutory as well as Internal Auditors.

The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports directly to the Chairman of the Audit Committee of the Board, all the significant audit observations and follow up actions thereon. Both Statutory and internal auditor have quarterly sessions with the Audit committee. The Internal audit reports are placed before the Audit committee on quarterly basis and all findings and observation are recorded thereon. The said observation and comments, if any of the Audit Committee are placed before the board.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013

Your Company is non deposit taking NBFC company.. During the year under review the Company has not made any investment and given any guarantee. The detail of Loan given pursuant to Section 186 are mentioned in the notes to the Financial Statements.

22. DEPOSITS:

Your company is Non Deposit taking NBFC registered with RBI, thus the said clause is not applicable and the Company does not accept any deposit. The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

23. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the Company during the financial year 2017-18 were at arm''s length basis and in the ordinary course of business and are in compliance with the applicable provision of the Companies Act 2013 and SEBI (LODR) Regulation 2015. There were no materially significant related party transactions made by the Company with Directors, their relatives etc which may have a potential conflict with the interest of the Company at large. Members may refer to the notes to the financial statements for details of related party transactions and hence the Company is not required to provide the details of form AOC-2..

In terms of Regulation 23(2) of SEBI Listing Regulations, 2015, All transactions with Related Parties are placed before the Audit Committee for approval and the committee also grants omnibus approval from time to time for Related Party Transactions.

The Policy on Related Party Transactions has been posted on the Company''s website at http://www.ashikagroup.com/ PDF/ASHIKA_RTPpdf.

24. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Corporate Governance and Management Discussion & Analysis forms part of the Annual Report. The Certificate from the Auditors'' of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 also constitute an integral part of the Annual Report.

25. DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:

The Company has adopted a''Policy for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment. The said policy is upload on the website of the Company at http:// www.ashikagroup.com/PDF/sexual%20harassment%20 policy-ACCL.pdf. The Company believes that it is the responsibility of the organisation to provide an environment to its employee who is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

27. DISCLOSURES UNDER SECRETARIAL STANDARD

During the year under review your company was in compliance with applicable Secretarial Standard issued by Institute of Company Secretaries of India.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that —

a) In the preparation of the annual accounts for the financial year ended on 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 31st March 2018 and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 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;

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

30. ACKNOWLEDGEMENTS:

The Directors are thankful and acknowledge the unstinting support extended by exchanges, its bankers, business partner and other stakeholders and place on record their sincere appreciation of its employees of the Company for their commitment and hard work in the growth of the Company.

For and on behalf of the Board of Directors

(DAULAT JAIN) (PAWAN JAIN)

Place: Kolkata Managing Director Chairman

Date: 28/05/2018 DIN: 00040088 DIN: 00038076

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty- Second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Rs.)

Financial results for the year ended 31st March, 2015 31st March, 2014

Total Income 31,280,405 64,181,812

Profit / (Loss) before Depreciation & tax 10,860,038 (16,819,423)

Less : Depreciation 34,488 145,270

Profit/ (Loss) before tax 10,825,550 (16,964,693)

Less: Tax Expenses 1,528,117 10,89,589

Profit /(Loss) for the year 9,297,433 (18,054,282)

Add: Balance as per last financial statements (19,956,606) (1,902,324)

Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1,859,487 - 1934

Less: Transitional effect of Depreciation on Fixed Asset 87,755 - as per Companies Act 2013 as on 1st April 2014

Surplus/(Deficit) in the Statement of Profit and Loss (12,606,415) (19,956,606)

2. STATE OF COMPANY AFFAIRS :

Your company is RBI-registered non deposit taking NBFC engaged in lending & investment activities . The year 2014-2015 was a significant year, where the company got listed with MCX-Sx w.e.f 3rd November, 2014 under Equity Segment .The company grant loan to Corporate and individuals borrowers, the company has recorded the Loan book size of Rs. 2206.69 Lacs in its previous year against which in the current year the company reported Rs 1714.27 Lacs . The company has recorded profit of Rs 92,97,433/- during the year under review as compared to its Loss of Rs 1,69,64,693/- for the previous financial year. The major income relates to Interest earned. During the year under review the company has reduced its Finance Cost to Rs 19,63,827/- from Rs 2,14,81,281/- as in its previous year.

The Financial Years 2014 - 15 have been full of changes in the regime. On one hand, the country witnessed the enforcement of the Companies Act, 2013(CA, 2013); on the other hand, the RBI''s came out with various reforms like Corporate Debt Restructuring framework for the NBFCs, the Framework for Revitalizing distressed assets in the economy Inclusion of NBFC''s as Business Correspondents and the most important a whole new regime for the revised regulatory framework for NBFCs, Moreover SEBI witnessed itself by bringing out major amendment to listed companies by amending the clause 49 of Listing Agreement, mandatory e-voting etc, Further with the implementation of Companies Act, 2013 the NBFCs are considered as Financial Institution

As of now, SEBI came out with new Insider Trading Regulation 2015 , which shall be effective from 15th day of May 2015 so as to keep a check on dealing by Insiders in the securities of the company . Thus we find that listed entities are under complete vigilance in case of capital markets.

3. INDUSTRY OUTLOOK:

Due to changes in regime the industry outlook for listed NBFCs seems very challenging, the upcoming Insider trading regulation is of immense transparent & disclosure based. The effect of change in companies'' law has in a way made a complete change in law & working of the companies in the whole economy. The companies are now working for the stakeholder benefits, as they now believe to strive at a certain place, we need to make it better place to survive..

The regulatory framework has also undergone change. The revised RBI regulations for NBFCs have been formed with the purpose of strengthening the financial system and to bring the norms in line with those of banks. According to RBI one of the main reasons for tighter regulation is to reduce the systematic risk they pose to the financial system since they borrow heavily from banks. Prima facie it may appear that these reforms will affect the productivity of the NBFCs; however, with time they are more likely to improve NBFCs capacity to endure asset quality shocks and also deal with systemic risks. Moreover, increase in disclosure requirements and corporate governance norms will have a three-fold effect. It will enhance transparency and increase the responsibility of the management and further supplement investor awareness.

In all, the current year has caused distress to the industry but the change in the business environment may cause NBFCs to de-stress and record better growth numbers.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2014-2015.

5. DIVIDEND:

Your Board of Directors has decided that the funds of the company are required for future expansion of the company and so the profits of the company for the year ended on 31st March 2015 shall be deployed for the said purpose. The Board has decided not to recommend any dividend for the year ended 31st March 2015.

6. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 stood at Rs 69,964,955 ( includes forfeited shares capital). During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options . The company neither came out with rights, bonus, private placement and preferential issue.

7. TRANSFER TO RESERVE:

Your company has transferred Rs 1,859,487/- to Statutory reserve under section 45 IC of RBI Act 1934 for the year ended 31.03.2015.

8. DIRECTORS & KEY MANGERICAL PERSON:

DIRECTORS

In terms of section 152 of Companies Act 2013, the board has revised the terms of appointment of Mr Pawan Jain, Managing Director of the company and made him liable to retire by rotation and the same was duly approved by shareholder in the AGM held on 2nd September 2014.

Further the Board had on recommendation of Nomination & Remuneration committee has revised the remuneration & other terms & conditions of Mr Pawan Jain, Managing Director w.e.f. 1st April 2015 for his remaining period of tenure i.e. 30.1 1.2015. Also the board had on recommendation of Nomination & Remuneration committee and subject to approval of shareholders in the ensuing Annual General Meeting has re appointed Mr Pawan Jain as Managing Director & CEO of the company for a period of 3 years effective from 1st December 2015.

Pursuant to provisions of section 149 and 161(1) of Companies Act 2013 Ms Anju Mundhra, Company Secretary is appointed as additional director of the company w.e.f. 1st February 2015 and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director. Further she has being also appointed as Whole time Director designated as Executive Director -Legal & Company Secretary of the company for a period of 3 years effective from 01.02.2015 on remuneration & terms and conditions as recommended by Nomination & Remuneration and subject to approval of shareholders of the company in the ensuing Annual General meeting and shall be liable to retire by rotation.

At the Annual General Meeting held on 2nd September 2014, the existing Independent directors Mr Sagar Jain, Mr. Kashi Prasad Khandelwal, Mr. Radhey Shyam Agarwal and Mr

Ashok Kumar Agarwal has being appointed as Independent Directors under section 149(6) of the Companies 2013 and clause 49 of Listing Agreement for a period of (5) five years effective from 1st April 2014 and shall not be liable to retire by rotation in terms of Companies Act 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Ashok Kumar Agarwal, Independent Director, resigned from Directorship w.e.f from 1st January 2015 due to personal reason. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Ashok Kumar Agarwal during his respective tenures of office.

In accordance with the provisions of the section 152 of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company Mr. Pawan Jain, Managing Director & CEO retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the company.

A brief resume of the Directors proposed to be appointed along with additional information pursuant to clause 49 of the Listing Agreement is provided in the notice of Annual General Meeting.

KEY MANGERIAL PERSONNEL

The following employees were designated as whole -time key managerial personnel by board of directors during the year 2014—2015, pursuant to section 203 of Companies Act 2013 and rules made thereon

1) Mr Pawan Jain - Managing Director

2) Ms Anju Mundhra - Executive Director - Legal & Company Secretary

3) Mr Amit Jain - Chief Financial Officer

9. NUMBER OF MEETiNGS OF THE BOARD:

The company has duly complied with section 173 of the Companies'' Act 2013. During the year under review , five board meetings were convened and held . The date on which meeting were held are as follow : 28th April 2014, 12th July 2014, 25th October 2014, 30th January 2015 and 6th March 2015 .The maximum interval between any two meetings did not exceed 120 days.

10. FORMAL ANNUAL EVALUATiON:

Pursuant to the provisions section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee . The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

According to clause 49 of Listing Agreement and as per provisions of Companies Act 2013 read with rules and schedule thereon , a meeting of the Independent Directors is required to be held to evaluate the performance of the Non - Independent Directors . Accordingly a meeting of Independent Directors was held wherein the performance of non- independent directors , including chairman was evaluated

The nomination & remuneration committee is of the view that board is versatile and diversified all members have vast exposures which enhances the integrity of the company.

11. MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with 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 is annexed as Annexure I. and forms a part of the Board Report.

Further none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to 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 is not required to be included.

12. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review.

13. AUDITORS:

STATUTORY AUDITORS

M/s. P.K Sah & Associates, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 3 years pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 2nd September 2014. Further the Auditors have confirmed their eligibility under section 141 of the Companies Act 2013 and rules farmed there under and also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under clause 49 of Listing Agreement. As required under section 139 of Companies Act 2013, the appointment of Statutory Auditor is required to be placed before the members in every general meeting for their ratification.

Accordingly a resolution seeking members ratification for the appointment of M/s P.K.Sah & Associates as statutory Auditor for the F.Y. 2015-2016 is included in the Notice convening the Annual General meeting.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. MR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure II.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed M/s. Shyamsukha Amit & Associates, to undertake the Internal Audit of the Company for the F.Y. 2014-2015. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2015.

AUDITOR REPORTS

There are no qualifications, reservation or adverse remarks made by M/s P.K.Sah & Associates, the statutory Auditor, in their report and by M/s M.R. & Associates, Company Secretary in practice, in their Secretarial Audit Report.

The statutory Auditor have not reported any incident of fraud to the Audit committee of the company in the year under review.

14. COMMITTEES :

With a view to have a more focused attention on business and for better governance and accountability, and in accordance with the Companies Act 2013, your Board has re-constituted the following mandatory committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee. The details of the committee with terms of reference along with composition and meeting held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company''s established systems and processes for internal financial controls, governance and reviewing the Company''s statutory and internal audit activities. The Committee is governed by its terms of reference which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement and disclosed in the Corporate Governance report.

Further the Board has recorded all the recommendations of the Audit Committee and accordingly has proceeded with their recommendations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said policy is hosted on the website of the company (http://www.ashikagroup.com/PDF/ VIGIL_MECHANISM.pdf)

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to section 178 of Companies Act 2013 and revised clause 49 of Listing Agreement, the company has renamed its existing Remuneration committee as Nomination & Remuneration Committee under the new provisions and revised the terms of reference accordingly. The details of terms is disclosed in the Corporate Governance report.

The Nomination & Remuneration committee has revised its existing remuneration policy and framed it as per section 178 (3) of Companies Act 2013 and revised clause 49 of listing Agreement. The policy of the company on remuneration of Directors, KMPs and other employees and appointment of Director including criteria for determining the qualification, experience, positive attributes and independence of directors was recommended to board and was duly approved in their meeting held on 12th July 2014. The summary of the Remuneration policy is stated in the corporate governance report.

The details of criteria for performance evaluation as laid by Nomination & Remuneration committee are disclosed in the Corporate Governance report , which forms a part to the Annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to section 178(5) of Companies Act 2013 and revised clause 49 of Listing Agreement , the company has renamed its existing investor/Shareholder Grievance Committee as Stakeholder Relationship Committee and revised the terms of reference accordingly. The details of terms is disclosed in the Corporate Governance report , which forms a part to the Annual report.

15. RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing Agreement, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the competitive advantage. The framework has different risk models which helps in identifying risk trends, exposure and potential impact analysis at a company level. The key business risk identified by the company is disclosed in the Corporate Governance report.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company

17. EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The details forming art of the extract of Annual Return as on 31st March 2015 is annexed herewith as Annexure III.

18. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the company, which have occurred since 31st March 2015, being the end of the Financial Year of the Company to which financial statements relate and the date of the report.

19.significant and material orders passed by the regulators or court or tribunals impacting the going concern status and company''s operation in future:

There are no significant material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations. Pursuant to a complaint filed by Manali Properties Limited and M/S. Manali Properties & Finance Private Limited against company & its officers u/S 200 of the Criminal Procedure Code before the Court of Metropolitan Magistrate, Kolkata. The company had made an application u/S 482 to Hon''ble High Court, Calcutta and the court has granted a stay order on 12.09.2012. The matter is till date pending before Bankshall court and High Court, Kolkata.

20.INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY :

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the Internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

21.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 & CLAUSE 32 Of LISTING AGREEMENT:

Pursuant to clause 32 of Listing Agreement, there has being no loans/advances and investment made by the company in its own shares. The company has no subsidiary or associate during the year under review.

Further there has being no loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below section 186 of the Companies Act 2013 (Section 372A of the Companies Act, 1956) and no loans and advances is being made in the nature of loans to firms/companies in which directors are interested.

Pursuant to section 186 (11) of Companies Act 2013, your company sought exemption as its non deposit taking NBFC registered with Reserve Bank of India Act, 1934 and is involved in Lending and investment activities. Further the details of the Loans and Investments made by company are given in the notes to the financial statements.

22. DEPOSITS:

Your company is non deposit taking NBFC registered with RBI, thus the said clause is not applicable and the company does not accept any deposit . The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

23. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year were on an arm''s length basis and were in the ordinary course of business and the provisions of section 188 of the Companies Act 2013 are not attracted and thus disclosure about details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required.. 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 materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee as also the Board for approval. During the year under review the company has not taken any omnibus approval from Audit committee.

A Related Party policy has been devised by the board of Directors for determining the materiality of transactions with Related parties and dealing with them and is hosted on the website (www.ashikagroup.com) of the company. Further your directors draw your kind attention of the members to note no 25 to the financial statements which sets out related party transactions.

24. CORPORATE GOVERNANCE REPORT:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the report on Corporate Governance and Management Discussion & Analysis forms part of the Annual Report. The Certificate from Auditor of the company confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 also constitute an integral part of the Annual Report.

25. DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:

The company has adopted the policy on redressal of Sexual and Workplace harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). and the same is displayed at the website of the company at (http:// www.ashikagroup.com/PDF/sexual%20harassment%20 policy-ACCL..pdf). The Company believes that it is the responsibility of the organisation to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that —

a) In the preparation of the annual accounts for the Financial year ended on 31st March 2015 , the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) 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 31st March 2015 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 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;

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

28. ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors (PAWAN JAIN)

Place : Kolkata Chairman & Managing Director

Date : 01.05.2015 DIN : 00038076

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Mar 31, 2014

Dear Shareholders,

The Directors have the pleasure to present their Twenty-frst Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE Amount in Rs

As at As at March March Financial results for the year ended 31, 2014 31, 2013

Total Income 64,181,812 68,906,753

Total Expenses (including Depreciations etc ) 60,993,095 104,941,007

profit /(Loss) before provisions & tax 3,188,717 (36,034,254)

Provisions for NPA & Contingent Liability on 20,153,410 460,939 Standard Assets

profit/ (Loss) before tax (16,964,693) (36,495,193)

Less: Provision for taxation - -

Less: Deferred tax liabilities/ (Assets) 1,089,589 (10,858,297)

Less : Tax relating to earlier year - 27,842

profit /(Loss) for the year (18,054,282) (25,664,738)

Add: Balance as per last financial statements (1,902,324) 23,762,414

Less: Transfer to statutory reserve - - U/s 45-IC of RBI Act 1934

Surplus/ (Defcit) in the statement of (19,956,606) (1,902,324) profit and loss

INDUSTRY OUTLOOK

Global macroeconomic factors continue to pose a challenge particularly after the tapering of the US Federal Reserve QE starting Jan 2014 to the quantum of $ 10 billion each month, while the recent crisis in Ukraine had some bearing on the emerging markets. However, Indian markets came out of it almost unscathed, as the Indian macros have improved considerably in FY14 from FY13, particularly on the external front. The imperativeness of non-banking financial companies (NBFCs) in financial industry has been increasing and it is steadily emerging as substantial contributor to India''s economic growth replicating Banks'' efort to underpin India''s financial system. NBFCs ofer wide array of financial products to their clients starting from retail asset retail asset-backed lending, lending against securities and micro- finance, Inter Corporate Deposits to individuals, corporate and financial institutions and commercial vehicles & infrastructure equipments fnancing. As per Industry estimates, during FY14, the AUM growth across NBFC space has been robust, ranging between 20-30% YoY. However, disbursement growth has witnessed moderation (8-10% in FY14 vs 19% in FY13 as per ICRA) across segments amid the sluggish capex growth, muted auto industry volume and weak macro sentiment. Retail lending during the year remained firm on the back of good monsoon last year, resulting in higher rural income. Infra fnancing hit major setback during the year owing to subdued demand from infra project loans for both new projects as well as existing projects. AUM growth took a toll on for Infra Financing companies and primarily driven by transitional fnancing,

refnancing opportunities and increasing loan tenure. The NBFCs have maintained stable asset quality due to strict guidelines of disbursing loan, albeit cyclical pressures have started to push up delinquencies. As per ICRA estimates, 90 days past due delinquencies on retail loans for NBFCs (the trigger for classifying an asset as a NPA at a bank) have moved up to 4.3% in December 2013 from the 3.5% in March 2013. However it is expected that the new addition of NPL (non performing loans) would slow down from 2HFY15 on the back of revival in industrial growth, investments and infrastructure projects. Moreover, NBFCs are now shifting their focus on asset quality and simultaneously improving recoveries and collection efciency. The overall restructured advances of NBFCs are expected to be in the range of 1.25- 1.50%, which can be compared with private sector banks. New Government in the central would provide next wave of growth impetus for NBFCs going forward.

REVIEW OF FINANCIAL ASPECTS AND ACCOUNTING TREATMENT

During the year under review your Company has earned a total income of Rs. 64,181,812/ as compared to Rs. 68,906,753/- in its previous year. The major income relates to Interest Income. Your company has incurred loss in regard to sale of its long term non- current investment and trading in derivatives in shares due to uncertain state of the Indian markets.

The loss for the year under review after tax is Rs. 18,054,282/- which is mainly due to provision of Rs. 20,153,140/- as Non performing Asset pursuant to the provisions of applicable Non Banking Financial ( Non deposit accepting or Holding) Companies Prudential Norms Reserve Bank Direction 2007. The EPS of the Company stands to negative of Rs. 2.58 for the year ended on 31st March, 2014. The company is further planning to take more precautions & corrective measures to sustain from its losses .

Your company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practice Code, Anti Money Laundering & know Your Clients guidelines. The company has its sound and forward looking policy of providing for non performing assets in terms of management''s best estimates as well as applicable norms.

The company has changed its Leave policy in regard to leave benefits to employees efective from 01.04.2014 and its has no material impact on profit & loss of the company.

DIVIDEND

Your board of Directors placed that the company has incurred huge loss and so could not recommend any dividend for the year ended 31st March 2014.

MAJOR HIGHLIGHTS DURING THE YEAR

V7 The shareholders of the company by Postal ballot has given the powers to Board to make loan, give guarantee, provide security in connection with any loan and acquire by way of subscription, purchase or otherwise the securities of any body corporate to the extent ofRs. 150 crores.

f Sale of Investment duly held by the company consisting 12,00,000 equity shares of Ashika Global Securities Pvt Ltd ( formerly known as Ashika Global Securities Ltd).

V7 Sale of Investment duly held by the company consisting 47,000 equity shares of Ashika Properties Pvt Ltd.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditor''s Certifcate regarding compliance of conditions of Corporate Governance constitute an integral part of the Annual Report.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments afecting the financial position of the company, which have occurred since 31st March, 2014, being the end of the Financial Year of the Company.

The company has changed it leave policy w.e.f. 01.04.2014

ADOPTION OF PROVISIONS OF COMPANIES ACT 2013

Pursuant to applicability of Companies Act 2013 w.e.f. 01.04.2014, the company is in process of amending & implementing the applicable provisions as per the structure & requirement of the company. The following changes has being duly executed pursuant to approval of Board after considering the clause 49 of Listing Agreement and amendments thereon :

1) The company has implemented the using of CIN number on all letter heads, notices, business letters, letter papers and ofcial publications.

2) Changes in Terms of reference of Audit Committee

3) Changes in terms of reference of Stakeholder Relationship committee (previously known as Shareholder/Investor Grievance Committee).

4) Changes in terms of reference of Nomination & Remuneration committee (previously known as Remuneration Committee).

5) The Existing Managing Director, Chief Financial Ofcer and Company Secretary be designated and regarded as Key Managerial Personnel of the company.

6) Adoption of Vigil Mechanism /whistle Blower Policy.

7) Maintenance of all statutory registers in Electronic form in revised format.

8) M/s. M. R. & Associates be appointed as Secretarial Auditor of the company for the F.Y. 2014-2015

DIRECTORS

Pursuant to the provision of section 255 of the Companies Act, 1956 and pursuant to Article of Association of the Company, Mr. K. K. Saraf, Director of the Company are liable to retire by rotation in the ensuing Annual General Meeting of the Company and being eligible, ofer himself for re-appointment.

Further Mr. K. K. Saraf, has being re-designated as non executive non independent director of the company w.e.f. 01.04.2014.

DEPOSIT

The company is registered with Reserve Bank of India as non accepting public deposit NBFC. The Board of Directors has duly passed a resolution in their meeting giving efect to the aforesaid statement.

AUDITOR REPORT

The Auditors have given their report on the annual accounts of the Company and there is no reservation or qualifcation made by them. The notes given in the Auditors'' Report are self-explanatory and need no further clarifcation.

AUDITORS

M/s P.K. Sah & Associates, Chartered Accountants, the retiring Auditor of the Company retires at the ensuing Annual General Meeting be and is hereby proposed to be re-appointed as Statutory Auditor of the Company for a term of three consecutive years from the conclusion of this Annual General Meeting to the conclusion of the twenty fourth Annual General Meeting. The Company has received a Certifcate & consent from the Auditors that if re-appointed, they are qualified to act as the Auditors of the Company under Companies Act 2013. The statutory auditors have also confirmed that they hold a valid certifcate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

STATUTORY DISCLOSURES

Your Directors have made necessary disclosures, as required under various provisions of the Act. The information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,

W The Company does not own any manufacturing unit and as such no particulars relating to the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, is not applicable and hence not given.

W There was no foreign exchange earnings & outgoes during the period under review.

W The relations with the employees continued to be cordial during the financial year. There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and as such the required particulars under the same has not been furnished.

DIRECTORS RESPONSIBILITY STATEMENT

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards notifed under companies Act 1956 read with General Circular no 15/2013 dated 13.09.2013, issued by MCA, in respect of section 133 of Companies Act 2013 have been followed and there is no material departure from the above.

ii) The Directors have selected such accounting policies and applied them consistently and made judgements that are reasonable so as to give a fair view of the state of afairs of the Company at the end of the financial year and the profit of the Company for that period.

iii) The Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Lastly your Directors acknowledge the management team and executive staf who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain) Date: 28th April, 2014 Chairman

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Mar 31, 2013

The Directors have the pleasure to present the twentieth annual report of the Company together with the audited Statement of accounts for the year ended 31st March, 2013.

financial performance:

(Amount in rupees)

financial results for the year ended 31st March, 2013 31st March, 2012

total income 68,906,753 72,880,795

profit/ (loss) before tax (36,495,193) 11,362,583

less: provision for taxation 3,603,015

less: Deferred tax liabilities/ (assets) (10,858,297) (49,317)

less: Short provision relating to earlier year 27,842

profit / (loss) for the year (25,664,738) 7,808,885

add: balance as per last financial statements 23,762,414 17,515,306

less: transfer to statutory reserve u/s 45-iC of rbi act 1934 1,561,777

Surplus/ (Deficit) in the statement of profit and loss (1,902,324) 23,762,414

Industry outlook: the year under review saw the global financial market conditions improving, but global economic activity weakened considerably. the indian market during the fy 2012-13 witnessed a gain of 7.30%. our market advanced at the initial part of the year led majorly by the government’s firm stance on the ballooning fiscal deficit and flurry of reforms initiatives. on the global front feD’s announcement of its third round of quantitative easing further propelled the domestic market to perform. however, political uncertainty, rise in inflation, higher interest rates, serious contraction in gDp and CaD imbalance led indian markets to underperform in the latter half. the service sectors’ growth, hitherto the mainstay of overall growth, has also decelerated to its slowest pace in a decade.

about fifty listed banks and non-banking financial companies (nbfCs) of the country have lost about rs 1.43 lakh crore in their market capitalisation efforts during the last quarter of the current financial year due to sharp value erosion in their scrips during the aforementioned period. the estimated 14 per cent loss in the market value of banking and non-banking financial companies is much higher than the overall plunge of less than eight per cent across the stock market during the last quarter of the year. incidentally, these three-month periods saw many significant developments regarding the banking and nbfC sectors. rbi has issued the much awaited guidelines for new banking licenses, allowing corporate and public sector entities with sound credentials and a minimum track record of ten years to enter the banking business.

Financial Review:

During the year under review your Company has earned a total income of Rs.68,906,753/- as compared to Rs. 72,880,795/- in previous year. The major income relates to interest income. The financial year under review stood to be very volatile in regard to stock market. In the second half of the year under review the ndian markets witnessed downfall. The Company has incurred huge loss of Rs 8,31,40,781/- in the derivatives and intra- day trading in shares due to the uncertain state of the Indian markets. The Company has incurred a loss of Rs 36,495,193/- before taxation portraying tremendous downfall during the period under review. The EPS of the Company has fallen to Rs (3.67) for the year ended on 31st March, 2013 compared to Rs 1.12 in previous year. The Company is further planning to take corrective measures to overcome from this situation

Dividend:

The Company has incurred loss during year ended 31st March, 2013 and so your Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2013

Major Highlights :

Rs. Transfer of amount lying to the unpaid dividend account of the Company for the year 2004-2005 to ‘Investor Education and Protection Fund’

- Withdrawal of the proposed Preferential Issue of Equity Shares due to unpredictable circumstances

- Constitution and thereafter dissolution of Preferential Issue Committee of the Company.

- Resignation of Ms. Nidhi Palan from the post of Chief Financial Officer with effect from 1st January, 2013

- Appointment of Mr. Amit Jain as Chief Financial Officer of the Company with effect from 1st January, 2013

- Opening of Company’s branch office of the Company at 7 B.B.Ganguly Street, Kolkata-700012 w.e.f. 1st January 2013 and appointment of Mr. Babulal Bafna as Branch-in- charge of the Company for the said branch

- Dissolution of FPO Committee of the Company.

- Registration of the Company under Employee State

nsurance Act - 1948

- Adoption of Revised Fair Practice Code applicable for NBFC’s as per RBI norms

- Resignation of Mr. Daulat Jain from the post of Director of the Company w.e.f. 1st May, .2013

- Reconstitution of Audit Committee of the Company.

- Reconstitution of Shareholder Transfer Committee of the Company.

- Reconstitution of Shareholder Investor Grievance Committee of the Company.

- Registration of Company under SCORES as per circular no CIR/OIAE/2/2011 dated June 3, 2011

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditor’s Certificate regarding compliance of conditions of Corporate Governance constitute an integral part of the Annual Report.

Materials Changes and Commitments:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2013, being the end of the financial year for the Company.

Directors:

Pursuant to the provision of Section 255 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. K.P. Khandelwal, Director of the Company is iable to retire by rotation in the forthcoming Annual Genera Meeting of the Company and being eligible, offer himself for reappointment.

Further Mr Pawan Jain has been reappointed as Managing Director of the Company w.e.f. 1st December 2012 for tenure of three years at a remuneration decided by the Remuneration Committee, approved by Board and subject to approval of shareholders

Auditor’s Report:

The Auditors have given their report on the Annual Accounts of the Company and there are no reservations or qualifications made by them. The notes given in the Auditors’ Report are self- explanatory and need no further clarification

Auditors:

M/s. P.K. Sah & Associates, Chartered Accountants, being the Statutory Auditor of the Company shall retire at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that if re-appointed, they are qualified under section 224(1B) of the Companies Act, 1956 to act as the Auditors of the Company.

Statutory and Other Information:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.There was no expenditure or income in foreign currency during the year under review. Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

Directors Responsibility Statement:

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure from the above.

ii) The Directors have selected such accounting policies and applied them consistently and made judgements that are reasonable so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

iii) The Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgements:

Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain)

Date: 26th April, 2013 Chairman Cum Managing Director

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Mar 31, 2012

The Directors have the pleasure to present their Nineteenth Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March, 2012.

Financial Performance: (Amount in Rupees Lacs)

Financial results for the year ended 31st March, 2012 31st March, 2011

Total income 728.81 796.23

Profit before tax 113.63 57.95

Less: Provision for taxation 36.03 50.83

Less: Deferred tax liabilities/ (Assets) (0.49) 1.36

Profit after taxation 78.09 5.76

Add: Balance as per last financial statements 175.15 170.70 Less: Transfer to statutory reserve U/s 45-IC of RBI Act 1934 15.62 1.15

Less: TDS to the extent not refundable written off 0 0.16

Surplus in the statement of profit and loss 237.62 175.15

Industry Outlook:

The advance estimate of GDP growth of 6.9 % for the year 2011-12 by Central Statistical Office (CSO) is close to RBI baseline projection of 7%. RBI expects inflation to slowdown to 6.5% in 2012-2013. RBI announced various developmental regulatory policy measures and engaged with banks to improve customer service. The major initiative taken by RBI in the fiscal year 2011-2012 was the preparation of draft guidelines on BASEL III - Implementation of Capital Regulation in India, on Liquidity Risk Management and BASEL III frame work on Liquidity standards which is proposed to come in force in the fiscal year 2012-2013. In India, reforms have continued so as to build a resilient financial system; such as strengthening Urban Co-operative banks, NBFCs, and Micro Finance Institutions. These guidelines provide better guidance on liquidity risk governance, measurement, monitoring and reporting to the RBI on liquidity positions. These guidelines covered two minimum global regulatory standards: liquidity coverage ratio and net stable funding ratio. RBI has introduced guidelines under which bank loan to NBFCs are not considered priority sectors loans from 1st April 2011, reducing incentives for banks to lend directly to NBFCs and will increase the latter's funding costs. Further proposed regulatory changes include revising the NPL definition to 90 days overdue, setting a minimum Tier 1 ratio of 12% and introducing a liquidity ratio requirement . These proposed and potential changes could weaken the NBFCs' profitability affecting access to fresh capital and funding.

NBFCs that are predominately engaged in lending against collateral of gold jewellery have recorded significant growth in recent years, both in terms of balance sheet size and physical presence. RBI said banks should reduce their regulatory exposure ceiling to a single NBFC, having gold loans to the extent of 50% or more of its total financial assets, from the existing 10% to 7.5% of bank's capital funds.

Review of Financial Aspects and Accounting Treatment:

During the year under review your Company has earned a total income of Rs.728.81 Lacs as compared to Rs. 796.23 Lacs in previous year. The major income of Rs 111.69 Lacs relates to interest on loan granted. Profit before taxation shows Rs. 113.63 Lacs portraying the tremendous growth during the period under review as compared to Rs. 57.95 Lacs in its previous year. Overall the Company has able to increase its growth rate. The profit of the year stands to Rs 78.09 Lacs screening a development of 1255.69% rise with comparison to its previous year profit. The EPS of the Company is Rs 1.12 for the year 2012 compared to Rs 0.08 in previous year.

The Company has prepared the Financial Statements for the year ended 31st March,2012 as per revised Schedule VI of the Companies Act 1956, notified by Ministry of Corporate Affairs vide its notification dated 28th February 2011. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has a significant impact on presentation and disclosures made in the Financial Statements. Therefore, the previous year figures have been reclassified wherever necessary.

The Company has changed its accounting policy regarding leave benefits to employees. Previously the sick leave and privileges leave were paid on year to year basis, but from 1st April,2011, the same will be accumulated and paid at the time of retirement or termination as applicable.

Dividend:

Your board of Directors has decided that the funds of the Company are required for the expansion plan of the Company and so the profits of the Company for the year ended 31st March, 2012 may be deployed for the said purpose. The board decided not to recommend any dividend for the year ended 31st March, 2012.

Major Highlights during the year:

* On 11th November, 2011, company got the permission to trade its securities on the nationwide platform of BSE Ltd under 'Permitted Securities Category'.

* Transfer of amount belonging to the 'Unpaid Dividend Account' of the Company to 'Investor Education and Protection Fund' for the year 2003-2004.

* Resignation of Mr. Rakesh Bahety from the post of Chief Financial Officer with effect from 25th September, 2011 and appointment of Ms Nidhi Palan as Chief Financial Officer of the Company with effect from 1st October, 2011.

* Application submitted with Registrar of Trade Mark for registering the new Logo of the Company carrying the existing trade mark and punch-line. The changes incorporated in the logo, compared to the existing one are adding a line in the existing mark and changing the letter case of the punch line which represents stability

- Formulation of Code of Conduct for prevention of Insider Trading by employees of the Company, including the Directors, in relation to the securities of the Company as per regulations of Securities and Exchange Board of India (Prohibition of Insider Trading), 1992.

Corporate Governance:

Pursuant to clause 49 of the listing agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of corporate governance constitute an integral part of the Annual Report.

Materials changes and commitments:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2012, being the end of the Financial Year of the Company.

Directors:

Pursuant to the provision of section 255 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. Sagar Jain and Mr. R.S.Agarwal, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Auditor Report:

The auditors have given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and need no further clarification.

Auditors:

M/s. P.K. Sah & Associates, Chartered Accountants, being the Statutory Auditor of the Company shall retire at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that if re-appointed, they are qualified under section 224(1B) of the Companies Act, 1956 to act as the Auditors of the Company.

Statutory and Other Information:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review.

Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

Directors Responsibility Statement:

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the Annual accounts, the applicable AL accounting standards have been followed and there is no material departure from the above.

ii) The directors have selected such accounting policies and applied them consistently and made judgements that are reasonable so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

iii) The directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The directors have prepared the annual account on a going concern basis.

Acknowledgements:

Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain)

Date: 26th May, 2012 Chairman Cum Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Eighteenth Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March 2011.

Financial Performance :

(Amount in Rupees Lacs)

Financial Results For The Year Ended 31st March 31st March 2011 2010

Total Income 796.23 83.39

Profit before tax 57.96 39.31

Provision for taxation 52.20 7.26

Profit after taxation 5.76 32.05

Add : Balance brought forward from previous year 170.70 147.71

Less : Income Tax /FBT relating to earlier year - 1.53

Less :TDS Refundable written off 0.16 1.11

Profit available for appropriation 176.30 177.12

Appropriations:

Transfer to statutory reserve 1.15 6.41

Balance Transferred to Balance Sheet 175.15 170.71

Industry Outlook :

The NBFC sector in India has undergone a significant transformation in the past few years and has come to be recognized as a systemically important element of the financial system. Non-banking financial companies (NBFCs) posted decent growth in revenues and profits in the last quarter, despite higher provisioning. The Reserve Bank of India, which has been continually strengthening the supervisory framework for the sector, had asked NBFCs to make a 0.25% provision on standard assets or performing loans. Of the 355 NBFCs selected for this study, 46% was found to have increased their efficiency during the third quarter of the fiscal. Aggregate income of 355 NBFCs rose 27.2% to Rs 24,156 crores during October-December 2010 from Rs. 18,991 crores. Their combined net profit posted a higher rise, increasing by 36.5% to Rs. 5,123 crore, resulting in a sharp increase in return on total income of 21.21% in the quarter under review from 19.76%.

Review of Financial Performance :

During the year under review your company has earned a Total Income of Rs.796.23 lacs as compared to Rs. 83.39 lacs in previous year showing the growth of 8.55%. Profit before taxation shows Rs. 57.95 lacs as compared to Rs.39.31 lacs showing the tremendous growth during the period under review. Thus overall the company has able to sustain its growth rate.

Dividend :

Your Board of Directors has decided that the funds of the company are required for the purpose of expansion plan of the company and so the profits of the company for the year ended 31st March 2011 may be deployed for the said purpose. The Board decided not to recommend any dividend for the year ended 31st March 2011.

Major Highlights during the year :

- The Board and shareholders of the company in their respective meetings has duly approved the proposal to raise fund from public not exceeding Rs.50 crores through Further Public Offer (FPO). Further due to some unpredicted circumstances the board of directors in their meeting held on 6th October 2010 deferred the said matter for time being.

- Transfer of amount lying to the "Unpaid Dividend Account" of the company to "Investor Education and protection Fund "for the year 2002-2003.

- Resignation of Mr. Babulal Bafna from the Post of Chief Financial Officer and appointment of Mr.Rakesh Bahety thereon w.e.f 6th October 2010.

- Submission of Application to CSE for allowing the securities of the company to be traded on the nationwide platform of Bombay Stock Exchange Ltd under permitted securities category.

Corporate Governance :

Pursuant to clause 49 of the listing agreement with the Calcutta Stock Exchange Association Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of corporate governance constitute integral part of the Annual Report.

Materials changes and commitments :

There have been no material changes and commitments affecting the financial position of the company, which have occurred since March 31, 2011, being the end of the Financial Year of the Company.

Directors :

Pursuant to the provision of section 255 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. K.K.Saraf and Mr.Ashok Kr Agarwal,

Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for reappointment.

Auditor Report :

The auditors have given their report on the Annual Accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and needs no further clarification.

Auditors :

M/s. P.K. Sah & Associates, Chartered Accountants, being the Statutory Auditor of the company shall retires at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditor that if reappointed, they are qualified under section 224(1 B) of the Companies Act, 1956 to act as the Auditor of the Company.

Statutory and Other Information :

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review.

Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

Directors Responsibility Statement :

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the Annual accounts, the applicable accounting standards have been followed and there is no material departure from the above.

ii) The directors have selected such accounting policies and applied them consistently and made judgement 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 the profit of the Company for 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 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The directors have prepared the annual account on a going concern basis.

Acknowledgements :

Lastly your directors appreciate to the management team and executive staff who are instrumental to the growth of the company. They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity of the Company.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain)

Date: 20th April, 2011 Chairman Cum Managing Director

---

Mar 31, 2009

Dear Shareholders,

The Directors have pleasure in presenting their Sixteenth Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March 2009.

Financial Performance:

(Amount in Rupees Lacs) Financial Results For The Year Ended 31st March 2009 31st March 2008

Total Income 190.53 2600.87

Profit before tax 21.14 58.64

Provision for taxation 6.75 20.27

Profit after taxation 14.39 38.36

Add: Balance brought forward from previous year 134.89 100.98

Add: Earlier year's excess

Provision for I. Tax written back 2.12 3.22

Less: Impact of Revised AS 15

(Net of Deferred tax) 0.82 -

Profit available for appropriation 150.58 142.56

Appropriations:

Transfer to statutory reserve 2.87 7.67

Balance Transferred to Balance Sheet 147.70 134.89

DIVIDEND:

As the market is still very volatile and the NBFC sector in general, and your Company in particular, are still facing lots of challenges and uncertainties. As compared to its last year your company has earned lesser profit. Further to meet all these upcoming challenges a strong net worth is required. Therefore, with a view to conserve resources, the Directors proposes not to recommend any dividend for the year ended on 31st March 2009, further the profit of the company for the year 2009 will be deployed for the aforesaid purpose.

REVIEW OF OPERATIONS:

The Financial year 2008-09 has shown a deep correction in the financial market .The market stood to be very volatile and was a challenging year for the Company in the context of global economic slow down. In the changing environment and throat cut competition scenario of the economy, your company has still tired to cope up with this unpredicted situation. This year was as not as good as compared to last year, but still your company was able to earn Profit (before taxation) upto 21.14 Lacs approx. During the year a lump sum amount was invested in purchasing Asset for the company. New client engagements are being aggressively initiated with a view to be in a position to service anticipated growth in business.

AUDITORS' REPORT:

The notes given in the Auditors' Report are self-explanatory and needs no further clarification.

BUSINESS STRATEGY:

The financial services sector is one of the key growth area of the economy. Moreover, a strong growth potential of Indian Economy and a healthy Capital Market Environment provides more opportunities to existing players of the financial services sector. Your Company intends to actively pursue growth opportunities in the fast growing financial services sector in the economy through expanding its existing clientele base and a judicious investment approach to tap the benefit offered by the robust Indian Capital Markets. New innovative ideas have been implementing in the organization to move a step ahead in this competitive edge. Further to implement the ideas and plans, your company is to provide best quality services in Investment Banking, including inter corporate deposits, corporate consultancy etc.

SUBSIDIARY COMPANIES:

Your Company has sold out its wholly owned subsidiary named M/s Ashika Capital Ltd w.e.f. 4th November 2008.

STATUTORY AND OTHER INFORMATION:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review.

Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the listing agreement with the Calcutta Stock Exchange Association Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of corporate governance constitute integral part of the Annual Report.

DIRECTORS:

Pursuant to the provision of section 255 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. Kashi Prasad Khandelwal and Mr. K. K. Saraf, Directors of the Company is liable to retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for re-appointment.

MANAGER :

Mr.Babulal Bafna is acting as a Manager & CEO of the company with effect from 1st April 2007 for a period of 3 years. His expertise knowledge and experience has contributed to the success and the growth of the business.

AUDITORS:

The Statutory Auditor of your company has changed its firm name to M/s. P.K. Sah & Associates, Chartered Accountants and retires at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that if reappointed, they are qualified under section 224(1B) of the Companies Act, 1956 to act as the Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT :

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that :

i) In the preparation of the Annual accounts, the applicable accounting standards have been followed and there is no material departure from the above.

ii) The directors have selected such accounting policies and applied them consistently and made judgement 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 the profit of the Company for 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. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The directors have prepared the annual account on a going concern basis.

ACKNOWLEDGEMENTS:

Lastly your directors appreciate to the management team and executive staff who are instrumental to the growth of the company. They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity of the Company.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain)

Date : 6th June, 2009 Chairman Cum Director

---

Mar 31, 2008

Dear Shareholders,

The Directors have pleasure in presenting their Fifteenth Annual Report of the Company together with the audited Statement of Accounts for the year ended 31st March 2008.

Financial Performance:

(Amount in Rupees Lacs)

Financial Results For The Year Ended 31st March 2008 31st March 2007

Total Income 2600.87 82.25

Profit before tax 58.64 14.62

Provision for taxation 20.27 1.81

Profit after taxation 38.37 12.81

Add: Balance brought forward from previous year 100.98 99.74

Add: Earlier year's excess Provision for I.Tax written back 3.21 -

Add : Earlier year securities transaction written off - (9.00)

Profit available for appropriation 142.56 103.55

Appropriations:

Proposed Dividend (Current) 0 0

Earlier year

Tax on Dividend 0 0

Transfer to statutory reserve 7.67 2.56

Balance Transferred to Balance Sheet 134.89 100.99

Dividend:

Even today, the NBFC sector in general, and your Company in particular, are facing challenges and uncertainties in this volatile financial market. These challenges can only be met by building up a strong net worth. Therefore, with a view to conserve resources, the Directors proposes not to recommend any dividend for the year ended on 31st March 2008, further the profit of the company for the year 2008 will be deployed for the aforesaid purpose.

Review of Operations:

The Financial year 2007-08 was a challenging one for the Company in the context of global economic slow down & depressed Capital and Financial Market scenario. In spite of various adversities coming on to the way of company, your company has been able to maintain the trend of posting a better performance as compared to last year. Profit before taxation during the year was Rs.58.64 Lacs as against Rs 14.62 lacs in the previous year. New client engagements are being aggressively initiated, recruitment plans are being implemented and the physical infrastructure equipped with all modern techniques and amenities has been set up, with a view to be in a position to service anticipated growth in business.

Auditors' Report:

The notes given in the Auditors' Report are self-explanatory and needs no further clarification.

Business Strategy:

The financial services sector is one of the key growth area of the economy. Moreover, a strong growth potential of Indian Economy and a healthy Capital Market Environment provides more opportunities to existing players of the financial services sector. Your Company intends to actively pursue growth opportunities in the fast growing financial services sector in the economy through expanding its existing clientele base and a judicious investment approach to tap the benefit offered by the robust Indian Capital Markets. New innovative ideas have been implementing in the organization to move a step ahead in this competitive edge. Further to implement the ideas and plans, your company is to provide best quality services in Investment Banking, including inter corporate deposits, corporate consultancy etc.

Subsidiary Companies:

Your Company has one subsidiary company and two fellow subsidiary companies. As required under section 212 of the Companies Act, 1956, the Audited Statement of Accounts, and Directors' and Auditors' Report thereon for the year ended 31st March 2008 are annexed herewith.

Statutory and Other Information:

There are no employees falling within the purview of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

There was no expenditure or income in foreign currency during the year under review.

Since your Company does not own any manufacturing unit, the disclosure of information on the matter required to be disclosed in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988, is not applicable and hence not given.

Corporate Governance :

Pursuant to clause 49 of the listing agreement with the Calcutta Stock Exchange Association Limited, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of corporate governance constitute integral part of the Annual Report.

Directors:

Pursuant to the provision of section 255 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Mr. Pawan Jain and Mr. R.S.Agarwal, Directors of the Company is liable to retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for reappointment.

Manager :

Mr.Babulal Bafna is acting as a Manager & CEO of the company with effect from 1st April 2007 for a period of 3 years. His expertise knowledge and experience has contributed to the success and the growth of the business.

Auditors:

M/s. Sah Lodha & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting of the Company; and being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that if reappointed, they are qualified under section 224(1B) of the Companies Act, 1956 to act as the Auditors of the Company.

Directors Responsibility Statement:

As per the relevant provisions of section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In the preparation of the Annual accounts, the applicable accounting standards have been followed and there is no material departure from the above.

ii) The directors have selected such accounting policies and applied them consistently and made judgement 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 the profit of the Company for 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. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) The directors have prepared the annual account on a going concern basis.

Acknowledgements:

Lastly your directors appreciate to the management team and executive staff who are instrumental to the growth of the company. They also place on record their deep admiration and acknowledge with gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity of the Company.

For and on behalf of the Board of Directors

Place: Kolkata (Pawan Jain)

Date : 18th June, 2008 Chairman-Cum-Director