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Directors Report of Asia Capital Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March 2014.

Financial Highlights

Particulars Amount (Rs. in lacs) FY 2013-2014 FY 2012-2013

Revenue from Operation 1,110.63 14.55

Other Income - -

Total Revenue 1,110.63 14.55

Total Expenditure 1,104.97 13.41

Profit before tax 5.65 1.13

Provision for tax 1.71 0.35

Deferred Tax 0.03 -

MAT Credit entitlement & Tax for previous year - 0.08

Profit after tax 3.90 0.70

EPS (Rs.) 0.39 0.07

Transfer to Reserve 0.78 0.14

Paid-up Share Capital 309.20 99.20 Year in retrospect

During the year under review, total income of the Company was Rs. 1,110.63 lacs as against Rs. 14.55 lacs in the previous year. The Company was able to earn a profit after tax of Rs. 3.90 lacs in the current financial year as against a profit of Rs. 0.70 lacs in the financial year 2012-2013. Your Directors are putting in their best efforts to improve the performance of the Company.

The detailed Management Discussion & Analysis Report is attached hereto with the Director''s Report and should be read as part of this Directors Report.

Material Changes after the close of the financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company 31st March 2014 and the date of this report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Corporate Governance

A Report on Corporate Governance is attached as a part of this Directors Report along with the Auditors'' Certificate on compliance of Clause 49 of the Listing Agreement.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956 and applicable RBI regulations.

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

The Company is a non banking financial Company and most of the details as 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 is not applicable.

(a) Conservation of Energy N.A.

(b) Foreign Exchange Earnings Nil

(c) Foreign Exchange Outgo Nil

(d) Technology Absorption N.A.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Except for the following changes, there was no change in the composition of the Board of Directors of the Company subsequent to the last Directors'' Report:

After the last Annual General Meeting, Mr. Atul Aggarwal and Mr. Saurabh Madan were appointed as an independent Director of the Company.

In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company. Mr. Manoj Kumar Jain is liable to retire by rotation and being eligible offer himself for re-appointment. Directors recommend their re-appointment.

Committees of the Board of Directors

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

I. Audit Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

III. Stakeholders Relationship Committee

Name of the Director Category

Ms. Shallu Jain Chairman (Non Executive Independent)

Mr. Atul Aggarwal Member (Non Executive Independent)

Mr. Deepak Kumar Jain Member (Promoter & Executive)

Auditors

M/s Prakash & Santosh, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under the Companies Act, 2013 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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 2014 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors have prepared the Annual Accounts on a going concern basis.

Stock Exchange Listing

The shares of the Company are listed on the Delhi Stock Exchange Limited (DSE). The listing fee for the financial year 2014-2015 has been paid to the stock exchanges.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Asia Capital Limited

Deepak Kumar Jain Surendra Kumar Jain Date: 11th August 2014 Chairman cum Director Managing Director Place: Delhi DIN: 00098116 DIN: 00097859


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty Nineth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2013 31-03-2012

Incomes 14,54,601 2,81,974

Expenses 13,41,260 2,55,514

Profit for the year 1,13,341 26,460

Provision for Income Tax 35,004 5,042

Deferred Tax 20 22

Profit after tax 70,162 26,439

Profit B/F previous year 7,10,936 6,79,147

Balance carried to balance sheet 7,76,948 7,10,936



2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Surendra Kumar Jain Director of the Company retire by rotation at the conclusion of 29th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors'' Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO _ Information Pursuant to provisions of 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 is set below:- a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2013 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed: i) That in the preparation of the accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any: ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 25th June 2013 Deepak Kumar Jain Chairman & Managing Director


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS

Particulars Amount in Rupees 31-03-2012 31-03-2011

Incomes 2,81,974 3,61,605

Expenses 2,55,514 2,99,909

Profit for the year 26,460 61,696

Provision for Income Tax 5,042 19,044

Deferred Tax 21 22

Income Tax (A.Y. 2009-2010) Nil 500

Profit after tax 26,439 42,130

Profit B/F previous year 6,79,147 6,54,717

Balance carried to balance sheet 7,10,936 6,79,147

2. DIVIDEND

Your Directors don,t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company,s Articles of Association, Mrs. Shalu Jain Director of the Company retire by rotation at the conclusion of 28th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS, REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6. SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors, Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUT GO

Information Pursuant to provisions of 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 is set below:-

a) Conservation of Energy N.A.

b) Foreign Exchange Earnings Nil

c) Foreign Exchange Outgo Nil

d) Technology Absorption N.A.

9. PERSONNEL

There has been no person in Company,s employment during the year ended 31st March 2012 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR,S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2012 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

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

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

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company,s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 28th June 2012 Deepak Kumar Jain Chairman & Managing Director


Mar 31, 2011

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1 FINANCIAL RESULTS

Particulars Amount in Rupees 31.03.2011 31.03.2010

Incomes 3,61,605 4,42,023

Expenses 2,99,909 2,85,754

Profit for the year 61,696 1, 56,269

Provision for Income Tax 19,044 48,264

Deferred Tax 21 22

Income Tax (A.Y. 2009-2010) 500 —

Profit after tax 42,130 1,07,983

Profit B/F previous year 6,54,717 5,46,734

Balance carried to balance sheet 6,70,648 6,54,717

2. DIVIDEND

Your Directors don''t recommend any dividend to strengthen the financial position of the Company.

3. DIRECTORS

In accordance with the Provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Surendra Kumar Jain & Mr. Manoj Kumar Jain, Directors of the Company retire by rotation at the conclusion of 27th Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

4. AUDITORS

The Auditors of the Company M/s Shiv Saroj & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

5. AUDITORS'' REPORT

The observations made by the Auditors in their reports and notes to the account are self-explanatory and therefore do not call for any further comments.

6 SECRETRIAL COMPLIANCE CERTIFICATE

The Board of Directors in their meeting has appointed Mrs. Tulika Agarwal, Practicing Company Secretary Proprietor of Tulika Agarwal & Associates to verify the secretarial records and to provide a compliance certificate, which is attached to the Directors'' Report.

7. DEPOSITS

The Company has not accepted any Deposits under the Provisions of Section 58A of the Companies Act 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE OUTGO

As the Company did not carry any manufacturing activity during the year under review, the information as required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy & technology absorption have not been commented upon. The Company did not earn/remit any foreign exchange during the year under review.

9. PERSONNEL

There has been no person in Company''s employment during the year ended 31st March 2011 drawing remuneration as prescribed U/S 217 (2-A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March 2011 the applicable accounting standards have been followed along with proper explanation relating to material discrepancies if any:

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

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

iv) that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

11. GENERAL

Your Directors take this opportunity to place on record their appreciation for the co-operations and faith extended by the shareholders and bankers of the Company without which it would have been difficult to achieve the Company''s Goals. Finally we owe our debt of gratitude to all our shareholders and banker for their continuous support to the Company.

Place: Delhi-110 034 By order of the Board of Directors

Dated: 14th June 2011 Deepak Kumar Jain Chairman & Managing Director

 
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