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Directors Report of Authum Investment & Infrastructure Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the 34thAnnual Report together with the Audited Accounts of the Company for the year ended 31st March’2016.

FINANCIAL HIGHLIGHTS:

PARTICULARS

Year Ended 31.03.2016 (Rs.)

Year Ended 31.03.2015 (Rs.)

Operational & Other Income

3,170,245,688.00

425,208,733.00

Profit/Loss Before Depreciation & Tax

14,749,718.00

11,784,531.00

Less: Depreciation

21,500.00

9,762.00

Provision for taxation

2,543,134.00

0.00

Mat Credit Entitlement earlier year

0.00

0.00

Deferred Tax

248.00

(2290.00)

Taxes for earlier years

421,655.00

(24,868.00)

Profit/Loss after Depreciation & Tax

11,763,181.00

11,801,927.00

Balance brought forward for previous year

218,373,540.00

208,931,998.00

Appropriations

Amount transferred to Statutory Reserves

2,352,636.00

2,360,385.00

Bonus shares Issued

-

-

Balance Carried to Balance Sheet

227,784,085.00

218,373,540.00

OPERATIONS:

Net profit for the current financial year has been Rs. 11,801,927.00 as compared to Rs. 11,763,181.00 and the operational income has increased from Rs. 425,208,733 to Rs. 3,170,245,688.00. In spite of the turbulent market sentiments, this year’s performance was stable and management look forward for better performance in future.

The Financial Statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act,1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule7 of The Companies (Accounts) Rules,2014) and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI).

The Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs.115,280,900.00. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2,352,636.00/- (Twenty Three Lakhs Fifty Two Thousand Six Hundred Thirty Six Only) to Statutory Reserve Fund created in terms of Section 45-IC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside Statutory Reserve Fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations & Disclosure Requirements), 2015entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a Report on Corporate Governance is annexed hereto and forms part of this Annual Report.

A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under SEBI (Listing Obligations & Disclosure Requirements), 2015, is appended to the Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Kumar Jain (DIN: 00465888), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his reappointment forms part of the Notice of the ensuing Annual General Meeting.

During the financial year under review, Mr. Aditya Parakh and Mr. Suresh Pukhraj Jain the Independent Directors of the Company resigned with effect from 09.11.2015 &Ms. Barkha Agarwal was regularized as Independent & Non-Executive Director with effect from 30.09.2015. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That 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 at the end of the financial year and of the loss profit of the Company for the year under review;

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

4. That the Annual Accounts for the year ended 31st March, 2016, has been prepared on a going concern basis.

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

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company; hence the provisions pursuant to consolidation are not applicable.

BOARD AND COMMITTEE MEETINGS:

During the year 6 (Six) Board Meetings and 4(Four) Audit Committee Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The Board has constituted an Audit Committee under the Chairmanship of Mr. Tapan Sodani. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulated under applicable Regulation of the SEBI (Listing Obligations & Disclosure Requirements), 2015with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Sanghai & CO., Chartered Accountants, the Company’s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dinesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY 2015-2016 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3)of Companies (Accounts) Rules,2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9)of the SEBI (Listing Obligations & Disclosure Requirements), 2015. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.( Is there exists a risk mgt policy or risk mgt committee?)

INTERNAL CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177of the Companies Act, 2013 and Regulation 22of the SEBI (Listing Obligations & Disclosure Requirements), 2015,in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issue of concerns impacting and Compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said Policy is available on the Company’s websitewww.authum.com.

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year 2015-16 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) Regulations, 2015 (Previously Listing Agreement). There were no materially significant related party transactions made by the company with Promoters, Directors, KMPs or other designated person which may have a potential conflict with the interest of the company at large.

The Board of Directors of the Company has approved the criteria or making the omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The remuneration Policy is stated below:

Nomination & Remuneration Policy:

1. Preamble

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (“Board”), Key Managerial Personnel(“KMP”) and the Senior Management Personnel (“SMP”) of the Company (collectively referred to as “Executives”). The expression “senior management” means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

1.2 In terms of Section 178 of the Companies Act, 2013 which has been made effective from April 1, 2014 by the Central Government vide notification no.S.O. 902(E) issued on March 26, 2014, this Remuneration Policy named as Authum Investment & Infrastructure Limited Remuneration Policy (“the Policy”) is being framed and formulated for laying down criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives.

1.3 The policy will be reviewed by the Nomination and Remuneration Committee of the Board of Directors, as when required.

2. Aims & Objectives

2.1 The aims and objectives of this remuneration policy may be summarized as follows:

2.1.1 The remuneration policy aims to enable the company to attract, retain and motivate highly qualified members for the Board and other executive level.

2.1.2 The remuneration policy seeks to enable the company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the “pay-for-performance” principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the board members, KMP and senior management in terms of their roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

3.4 External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company’s remuneration practices at that time.

3.5 Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis

4.Compensation Structure

4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Company are paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings are fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such remuneration as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made there under.

4.2 Remuneration to Executive Directors, Key Managerial Personnel(s) (KMPs) & Senior Management Personnel(s) (SMPs): The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director/Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

5. Supplementary provisions

5.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Company’s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company’s Articles of Association as amended pursuant to lawful procedure, the relevant state laws and regulations and the Company’s Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.

5.2 The right to interpret this Policy vests in the Board of Directors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and applicable Regulations^?—of the SEBI(Listing Obligations & Disclosure Requirements), 2015 the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board’s functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company is required to conduct the Familiarization Programmed for Independent Directors(IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India(RBI), Securities and Exchange Board of India (SEBi), Ministry of Corporate Affairs (MCA), etc.

The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under .The detail of such familiarization programme is disclosed on the company''s website atwww.authum.com.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31,2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors’ Report and forms part of this Annual Report.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions of the Company are entered on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis disclosure in form AOC- 2 is not required

In terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 which came in to effect w.e.f. 1st December 2015 and as per section 177 of Companies Act 2013 read with rules thereon, all related party transactions are placed before the Audit Committee for review and approval. The Audit Committee reviews all related party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Company’s websitewww.authum.com. There are no transactions to be reported in Form AOC-2.

The details of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.

CONSTITUTION OFAUDIT COMMITTEE

The Audit Committee presently comprises of Ms Barkha Agarwal - Independent Director, Mr. Tapan Sodani - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretary of the Company acts as the Secretary to the Audit Committee. The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report.

4 (Four)Meetings of the Audit Committee were held during the year 2015-2016 on 29th May, 2015, 11th August, 2015, 9th November, 2015 & 28th January, 2016.

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sanghai & Co Chartered Accountants, Statutory Auditors, in their report on the Company’s financial statements for the year ended on March 31st, 2016.Further; the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Ms Barkha Agarwal -Independent Director, Mr. Tappan Sedan - Independent Director and Mr. Navin Kumar Jain, Managing Director. Mr. Tappan Sudan is the Chairman of the Nomination & Remuneration Committee. The Company Secretary of the Company acts as the Secretary to the Nomination & Remuneration Committee. The Terms of Reference of the Nomination & Remuneration Committee has been provided in the Corporate Governance Section forming part of this Report.

5 (Five)Meetings of the Committee were held during the year 2015-2016 :29th May, 2015, 11th August, 2015, 9th November, 2015, 28th January, 2016& 1st March, 2016

PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the financial year 2015-2016. PARTICULARS OF EMPLOYEES:

As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company’s operations in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance, in accordance with Regulation 27 of the SEBI LODR, 2015 with the Stock Exchanges, is set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.

For and on behalf of the Board of Directors

(Navin Kumar Jain) (Barkha Agarwal)

Place: Kolkata DIN No.:00465888 DIN No.:05190461

Date: 30thMay 2016


Mar 31, 2015

The directors have pleasure in presenting the 33rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March'2015.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 11.03.2015 31,03.2014 (Rs.) (Rs,) Operational & other income 425,208,733.00 54,929,915.00

Profit/ Loss Before Depreciation &Tax 11,774,769.00 630,073.00

Less: Depreciation 5,762.00 7,675.00

Provision for taxation

MAT Credit Enticement earlier year

Deferred Tax 2,290,00 (555.00)

Taxes for ear her years (24,868.00)

profit/loss after Depreciation & Tax 1,801,927.00 470,976.00

brought forward for previous year 208,931,99800 20,555,2l7.00

Appropriations

Amount transferred lo Statutory Reserves 2,360,385.00 94,195.00

Bonus shares issued

Balance Carried to Balance Sheet 218,373,540.00 208,931,998.00

OPERATIONS:

Net profit has been increased from Rs. 470,976.00 to Rs. 11,801,927.00 as well as operational income is also increased from Rs. 54,929,915 to Rs. 425,208,733. Pure diet, this year performance was good and management also look forward for better improvement.

The Financial Statements of the Company have been prepared in accordance with die Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (which consume to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of the Companies (Accounts) Roles, 2014) and the relevant provisions of the Companies Act, 1956 / Companies ft££ 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SRIBI).

The Company has complied with all the norms prescribed by the Reserve Bank of Tend (RBI) including the Pair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

Navy Run & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2,360,385,00/- (Twenty Three Lakhs Sixty Thousand Three Hundred and Eighty Five Only) to Statutory Reserve Fund Created in terms of Section 45- iC of the RBI Act, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus,

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate From Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial vear under review, Ms. Barkha Agarwal was appointed as an Additional Women Director in the Company with effect from June 22, 2015 subject to approval of the shareholders at this Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT;

To the hest of their knowledge and belief and according to the information and explanations obtained by them, the Directors make the following statement pursuant to the provisions of Section 134 of the Companies Act, 2013:

1. That in the preparation of the annual accounts, the applicable accounting standards have been fooled along with proper explanation relating to material departures, if any;

2 That 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 Lrue and fair view of the state of affairs of the Company at the end of the financial year and of the k&z profit of the Company for the year under review;

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

4. That the Annual Accounts for the year ended 313I March, 2015, have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by die Company and that such internal financial controls are adequate and are operating effectively;

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company, hence die provisions pursuant to consolidation are not applicable.

MEETINGS :

During the year, 7 times Board Meetings and 4 times Audit Committee Meetings were convened and held. Details of die composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion &z Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company's Auditors will retire at die conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dmesh Agarwal, Practicing Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No. 6315 FCS ; Certificate of Practice No. 5881 } as the Secretarial Auditor of the Company for FY 2014-15 to conduct die Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated in Rule 8(3} of Companies (Accounts) Rules, 2014.

(B) Foreign Exchange Earnings & Outgo

During the yea under review, the Company did not have any Foreign Exchange Earnings or Outgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with Bbce provisions of die Act and Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on die business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in die Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.

INTERN AT. CONTROL SYSTEM

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments ate safeguarded against loss from un audit roused auk or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and arc meant to ensure that all transactions arc authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee

WHISTLE BLOWER POLICY MECHANISM

The Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of die Companies Act, 2013 and revised Clause 49 of the Listing Agreement, in order to encourage Directors and Employees of the Company to escalate to the level of die Audit Committee any issue of concerns impacting and Compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for wised blowing in good faith. The said Policy is available on the Company's website www.authumcom.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

'the Company is exempted from the applicability of die provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee.

PFRFORMANCE EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the listing Agreement, the Board has carried out ail annual evaluation of its own performance, performance of the Directors individually as -well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for die Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company,

For evaluating die Board as a whole, views were sought from the Directors on various aspects of the Board's functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders.

Simi lady, views from die Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to me management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and die Management, The performance evaluation of the Independent Directors was carried out by die entire Board. The performance evaluation of the Chairman and die Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Chairman of die Board provided feedback to the Directors, as appropriate. Significant highlights, learning widi respect to the evaluation, were discussed at the Board Meeting,

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Clause 49(II)(B)(7) of die Listing Agreement, the Company is required to conduct the Familiarization Programmed for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities fife the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.

Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights' from various regulatory authorities viz. Reserve Bank of India (RBI), Scariness and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

Inez Company Secretary regularly apprises the Directors about their roles, tights and responsibilities in die Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under. The details of such familiarization programmed is disclosed on the company's web situ; at www .autlmm.com.

KXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 31, 2015 in Form No. MGT-9 as requited under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors* Report and forms part of this Annual Report.

PAttTTriTT.ARS OF CONTRACTS / ARRANGEMENTS WITW RELATED PARTIES

All the related party transactions of the Company are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis.

In terms of Clause 49 (VII) of the Listing Agreement the Company obtained prior approval of the Audit Committee for entering into any transaction with related parties. The Audit Committee reviews all regard party transactions on a quarterly basis. A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on the Company's website www.auihum.com. There arc no transactions to be reported in Form AOC-2.

The derails of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts.

AUDIT COMMITTEE

The Audit Committee presently comprises of Mr. Aditya Parakh, and Mr. Suresh Pukhraj Jain, Independent Directors, Mr. Tapan Sodani, Chief Financial Officer & Member and Mr. Navin Kumar Jain, Managing Director. Mr, Aditya Parakh is the Chairman of the Audit Committee, 'the Company Secretary of the Company acts as me Secretary to the Audit Committee, The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of dais Report.

Four meetings of the Audit Committee were held during the year 2014-15 on May 20, 2014, August 12, 2014, November 12, 2014, and February 13,2015

AUDIT QUALIFICATIONS

There are no qualifications, reservations or adverse remarks or disclaimers made by Songhai & Co Chartered Accountants, Statutory Auditors, in their report on die Company's financial statements for the year ended on March 31, 2015. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during die year under review.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the financial year 2014-2015.

OBSERVATTON OF SECRETARIAL AUDITOR

According to observation by secretarial auditor, we would like to state that during the stipulated time period we have not find the suitable candidate for the post of woman Director in the Company and afterward we have appointed M$. Barkha AgarwaL. sW Additional Women Director in the Company whh effect from June 22, 2015.

PART!PITT ARS OF EMPLOYEES;

As none of employees are covered under section 197, the information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE BFGITT ATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE mM PAWVS OPERATIONS IN FUTURE

There arc no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's opera dons in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance, in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, is set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciate non for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies.

For and on behelp of the Board of Directors



(Navin Kumar Jain) (Adilya Parakh)

Place: Kolkata DIN No.:004658BS DIN NO.:00459679

Date: 29th May 2015


Mar 31, 2014

The Members,

The directors have pleasure in presenting the 32,nd Annual Report together with rhe Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013 (Rs) (Rs)

Operational & other income 54,929,915.00 19,056,747.13

Profit/ Loss Before Depreciation & Tax 630,073.00 3,298,606.89

Less: Depreciation 7,675.00 12,791.00

Provision for taxation 151,977.00 12,35,000.00

MAT Credit Entitlement earlier vear - -

Deferred Tax '' (555.00) 2901.00

Taxes for earlier years'' - 87,775,50

Pro fit/Loss after Depreciation &Tax 470,976.00 1,960,139.39

Balance brought forward for previous year 208,555,217.00 289,330,606.10

Appropriations

Amount transferred to NBFC Reserves 94,195.00 392,028.00

Bonus shares issued - 82,343,500.00

Balance Carried to Balance Sheet 208,931,998.00 208,555,217,49

OPERATIONS:

Net profit for the year under consideration is Rs.470, 976.00 as against Rs.,1,960,139.00 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for die year ended 31st March, 2014,

The Company has transferred amount of Rs. 94,195/- (Ninety Four Thousand One Hundred and Ninety Five Only) to Statutory Reserve Fund Created in terms of Section 45-IC of the RBI AcL, 1934 during the year under review. However, the remaining part after setting aside statutory reserve fund amount from Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the. listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report.

DIRECTORS:

During the financial year under review, Mr. Suresh Pukhraj Jain was appointed as directors by the Shareholders at die 3G111 September, 2013, Annual General Meeting of die Company

SHIFTING OF REGISTERED ADDRESS

During the year Company has shifted it''s registered office address from Merlin Chambers, 18, British India Street, to 7, Mangoe Lane, 2m1 Floor, Room No. 212, Kolkata- 700001 with effect from 2,ul December, 2013 after requisite approval of ROC of West Bengal and other Statutory Authority.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. I hat in the preparation of the annual accounts, die applicable accounting standards have been followed along with proper explanation reladng to material departures, if anv;

2. That 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 die Company at the end of the financial year and of the loss of the Company for the year under review;

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

4. ''That the Annual Accounts for the year ended 31March, 2014, have been prepared on a going concern basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company

MANAGEMENT DISCUSSION & ANALYSIS;

Management Discussion Sc Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of die ensuing Annual Genera! Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

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

(A) Conservation of Energy and Technology'' Absorption:

in view of the nature of activities which . are being carried out by die Company, your Directors have nothing to state in connection with Conservation of Energy and technology'' Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During die year under review, the Company did not have any Foreign Exchange Earnings or Outgo.

CORPORATE GOVERNBNCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report oil Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of die Listing Agreement is annexed and forms part of this report.

SECRETARIAL COMPLIANCE

Secretarial compliance Certificate as per section 383A of Companies Act, 4956 is placed as apnexure to tins report. No adverse comments have been made in die said report by the Practicing Company Secretary.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report arc self explanatory and therefore, do nor call for any further comments under Section 217(3) of die Companies Act, 1956.

FIXED DEPOSITS:

-The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act. 1956 and die rules made there under as amended.

LISTING ARRANGEMENT

The securities of the Company are listed on The Calcutta Stock Exchange Ltd. (Stock Code No. 011262). The annual listing fees for the year under review have been paid to stock exchange.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the. company has received from its bankers, employees and various government agencies.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh) Place: Kolkata DIN No,:00465888 DIN No.:00459679 Date: 20th May 2014


Mar 31, 2013

The Members,

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

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2013 31.03.2012 Rs.P. Rs. P.

Operational & other income 19,056,747.13 (6,925,780.55)

Profit/ Loss Before Depredation & Tax 3,298,606.89 (15,345,200.29)

Less: Depreciation 12,791.00 3,022.00

Provision for taxation 12,35,000.00 1,463,685.00

MAT Credit Entitlement earlier year - (48,671,330.00)

Deferred Tax 2901.00 -

Taxes for earlier years 87,775.50 (4.00)

Profit/I.oss after Depreciation &Tax 1,960,139.39 31,859,426.71

Balance brought forward for previous year 289,330,606,10 263, 843,064.39

Appropriations

Amount transferred to NBFC Reserves 392,028.00 6,371,885.00

Bonus shares issued 82,343,500.00 -

Balance Carried to Balance Sheet 208,555,217.49 289,330,606.10

OPERATIONS:

Met profit for the year under consideration is Rs.1,960,139.39 as against Rs. 31,859,426.71 the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRMTIONS:

- The Board of Directors has decided not to recommend any dividend for the vear ended 31st March, 2013.

During the year Mr. Navin Jain has been appointed as Managing Director with effect from 1st April 2013 subject to the approval of shareholders.

Mr. Tapan Sudani, Director of the Company redres by rotation at die ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending die above appointment.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to die information and explanations obtained by diem, your Directors make the following statement pursuant to the provisions of Secnon 217(2AA) of the Companies Act, 1956:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates drat 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 die financial year and of the loss of die Company, for the year, under review;

i. I hat 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;

4. That the Annual Accounts for the year ended 31st March, 2013, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSTS:

Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in die Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their reappointment for the ensuing year.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

In view of die nature of activities which are being c:trried out by the Company, your Directors have notiiing to state in connection with Conservation of Energy7 and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did noL have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms part of this report.

AUDITORS'' REPORT:

Observations made in die Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and die rules made there under.

PARTICULARS OF EMPLOYEES:

During the year under review, none of die employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules made there under as amended.

LISTING ARRANGEMENT

The securities of die Company are listed on Calcutta Stock Exchange (Stock Code No. 011262). The annual listing fees for the year under review have been paid to The Stock Exchange, Calcutta.

ACKNOWLEDGEMENTS: ''

The Directors wish to place on record their appreciation for the performance of die employees of the Company during the year.

The Directors also express their gratitude to the bankers, government agencies, business Associates and shareholders for their co-operation and look forward to their continued support in the future.

For and on behalf of the Board of Directors (Navin Kumar Jain) (Aditya Parakh)

Place: Kolkata Date: 27th May 2013


Mar 31, 2012

The Members

The directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company forthe year ended 31sr March''2012.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended Year Ended 31.03.2012 31.03.2011 Rs.P. Rs. P.

Operational & other income (6, 925,780.55) 26, 502, 380. 97

Profit/ Loss Before Depreciation &Tax (15,345,200.29) 5,480,983.01

Less: Depreciation 3,022,00 -

Provision for taxation 1,463,685 1,100,000

MAT Credit Entitlement earlier year (48,671,330.00) -

Deferred Tax - 203,150

Taxes for earlier (4.00) - years

Profit after Depredation &Tax 31,859,426.71 4,177,833.01

Balance brought forward for previous year 263, 843, 064.39 262, 421,213.38

Appropriations

Amount transferred to NBFC Reserves 6,371,885.00 835,567.00

Proposed Dividend - 1,646,870.00

Tax on Dividend - 2,73,545.00

Balance Carried to Balance Sheet 289,330,606.10 263,843,064.39

OPERATIONS:

Net profit for the year under consideration is Rs.3 i ,859,426.71 as against Rs.4,177,833.01 in the previous year. Company looks forward for better business opportunities for improvement in its operations.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31st March,2012. Mr. Aditva Parakh, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your directors have pleasure in recommending the above appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Thar the Directors have selected such accounting policies and applied them consistendy and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end. of the financial year and of the loss, of the Company for the year under review;

3. 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;

4. That the Annual Accounts for the year ended 31st March, 2012, have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Reporr for the vear under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s Sanghai & CO., Chartered Accountants, the Company''s Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend - their reappointment for the ensuing year.

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

(A) Conservation of Energy and Technology Absorption:

In view of the nature of activities which are being carried out by the Company, your Directors have nothing to state in connection with Conservation of Energy and technology Absorption as specified in Rules 2A and 2B of the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988.

(B) Foreign Exchange Earnings & Outgo

During the year under review, the Company did not .have any Foreign Exchange Earnings or Outgo. CORPORATE GOVERNENCE:

As per Clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company. A detailed report on Corporate Governance, declaration of Director and a certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed and forms parr of this report.

AUDITORS'' REPORT:

Observations made in the Auditors'' Report are self explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956

FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICUT ARS OF EMPLOYEES:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules made there under as amended.

ACKNOWLEDGEMENTS:

The Directors wish to express their gratitude to the bankers, Clients, and all the Business Associates for their continuous support to the Company and to the Shareholders for the confidence reposed in the Company''s management. The Directors also convey their appreciation to all the employees at all levels for their enormous personal efforts as well as collective contribution.

For and behalf of the Directors,

(Naveen Kumar Jain) (Aditya Parakh)

Place: Kolkata Date : 28.05.2012

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