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Directors Report of Available Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Results for the period ended on 31st March, 2015.

1. FINANCIAL PERFORMANCE

(Rs in Lakh)

Particulars 2014-2015 2013-2014

Income 243.25 150.79

Profit Before Taxation 12.52 38.69

Less: Provision for Tax 4.69 11.19

Less: Income Tax Earlier Year -2.20 -00.61

Less: Provision for Deferred Income Tax -1.65 0.05

Profit for the year 11.68 28.06

Profit Available for Appropriation 11.68 28.06

Transfer to NBFC Reserve 2.34 5.61

Transfer to General Reserve

Balance Carried to Balance Sheet 251.53 242.19

EPS 0.11 0.27

2. RESULTS OF OPERATION AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

3. DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year 2014-2015 and no obligation to transfer any amount to Investor Education and Protection Fund.

4. NON-PERFORMINGASSETS AND PROVISIONS

The company is ascertained Non Performing Assets under Non Banking Financial (Non deposit accepting or holding) Company's Prudential Norms (Reserve Bank) Directions, 2007, as amended from time to time, and made adequate provisions against. The company did not recognize interest income on such Non Performing Assets.

5. HOLDING/ASSOCIATE/SUBSIDIARY/JOINTVENTURE COMPANIES

The company docs not have any subsidiary and joint venture. The company has 1 (one) Holding Company (i.e Archana Coal Private Limited CIN: U01122MP1991PTC006664 and 3 (three) Associate Companies (i.e. Agarwal Coal Corporation Pvt. Ltd. CIN: U23109MP2000PTC014351, Agarwal Transport Corporation Pvt. Ltd. CIN: U60210MP2003PTC015665 and Agarwal Fuel Corporation Pvt. Ltd. CIN: U45203MP1980PTC001674) within the meaning of Section 2(46) and 2(6) of the Companies Act, 2013 (As per Annexure - VIII).

6. DISCLOSURE

Pursuant to the provisions of sec 134 (3) read with companies (Accounts) rules, 2014. The required information's & disclosures, to the extent applicable to the company are discussed elsewhere in this report and their relevant information's are as under:-

6.1 An extract of Annual Return in Form MGT-9 as per Annexure -1.

6.2 Policy of company for die appointment of Directors and their remuneration as per Annexure -II.

6.3 The particulars of related party contracts as per u/s 188 are enclosed herewith in form AOC-2 as per Annexure -III.

6.4 The ratio of the remuneration of eachidirector to the median employee's remuneration and other details in terms of u/s 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as per Annexure - IV.

There is no employee drawing remuneration of Rs. 500000/- per month or Rs. 6000000/- per year, therefore the particulars of employees as required U/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

7. DETAIEpF BOARD MEETING HELD DURING THE YEAR 2014-15.

During the financial year 2014-15 the Board of Directors passed Resolution by circulation on 01/04/2014 and Board met 9 (nine) times, and the detail in relation to Board Meeting, Directors and Key Managerial Personnel is given in Corporate Governance Report is attached in the Annual Report.

8. DISCLOSURE OF CODES. STANDARDS. POLICIES AND COMPLIANCES THEREUNDER

a) Know Your Customer and Anti money laundering measure policy

Your company has a board approved Know Your Customer and Anti Money Laundering measure policy (KYC and AML Policy) in place and adheres to the said policy The said policy is in line with the RBI Guidelines.

Company has also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There are however, no cash transactions of the value or more than Rs. 1000000/- or any suspicious transactions whether or not made in cash noticed by the company in terms ofthe said policy.

b) Fair Practice Code

Your company has in place a fair practice Code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

c) Code of Conduct for Board of Directors and the Senior Management Personnel

Your company has adopted a code of conduct as required under clause 49 of the Listing Agreement for its BOD and the senior management personnel. The code requires the directors and employees ofthe company to act honestly, ethically and with integrity and in a professional and respectful manner.

d) Code for Prohibition of Insider Trading Practices

Your company has in place a code for prevention of insider trading practices in accordance with the model code of conduct, as prescribed under SEBI (prohibition of insider trading) regulations, 1992, as amended and has duly complied with the provisions of the said code.

The BOD at its meeting held on 28/01/2015 adopted as per SEBI (Prohibition of Insider Trading) Regulations, 2015, which shall become effective from 15-05-2015. The details of the same are posted on web-site of the company www.availablefinance.in.

e) Related Party Transactions Policy

There were no materially significant related party transactions held during the FY 2014-15 that may have potential conflict with the interest of company at large. Transactions entered with related parties as defined under the Companies Act, 2013 and Clause 49 of the listing Agreement during the financial year were mainly in the ordinary course of business and on an arm's length basis. The details of the same are posted on the web-site of the company www.availablefinance.in.

f) Corporate Social Responsibility Policy

As per the provisions of section 135 of Companies Act, 2013 and rules made there under, the company does not fall under the threshold limit to constitute Corporate Social Responsibility Committee.

g) Whistle blower policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules' 2014 and clause 49 of the listing agreement, the company and adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company' code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at www.availablefinance.in and attached the same as Annexure VII to this report.

9. DIRCTQR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134 (5) the Companies Act, 2013, your directors confirm that:

(a) In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 2013, have been followed to the extent applicable to the company.

(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 at the end of the financial year 2014-15 and of the profit of the company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls to be followed by company and that such internal financial controls are adequate and is operating effectively.

(f) The Director have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your company consists of 4 directors. During the Mr. Rajendra Sharma(DIN 00981139) continued to hold the office as Whole-Time-Direcotr & CEO. Mrs. Neelam Sharma (DIN 06935934) appointed as Non-Executive Director w.e.f. 24/07/2014.

Mr. Sudama Tiwari (DIN: 01103738) and Mr. Y. P. Shukla (DIN: 00379050), Independent Director of the Company for a term of 5 years w.e.f. 1st April, 2014.

All Independent directors have given declaration 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 and forms part of this report. In the opinion of the Board they fulfill the criteria on Independency. Terms and conditions of appointment of Independent Directors can be viewed at the company's website www.availablefinance.in

In accordance with the provisions of Section 152 of the companies Act 2013 read with relevant provisions of Articles of Association of the company there are none of any directors is liable to retire by rotation.

CS Murtaza Chechatwala, a whole time Company Secretary, and Mr. Rakesh Sahu, Chief Financial Officer of the company are designated as key managerial personnel of the company w.e.f. 1st April, 2014 as per the provisions of section 203 of the Companies Act, 2013.

11. EXPLANATION TO OBSERVATION OF STATUTORY & SECRETARIAL AUDIT AS PER U/S 134f(3) (f) OF THE COMPANIES ACT. 2013.

(i) The Notes to the Accounts referred in Auditor Report are self explanatory and do not call any further comments.

(ii) The Secretarial Audit Report does not contain any material qualification, reservations or adverse remark except the requirement of Clause 41 (I)(h) of the Listing Agreement.

The Board has clarified the above said matter as per explanation given by our statutory auditor, Peer Review Board of Institute of Chartered Accountants of India has now carrying on Second Cycle of Peer Review and selected our statutory auditor firm now to be Peer Reviewed for II Stage and the same is under process. The Peer Review certificate for 1st Stage is already been furnished. The Peer Review Certificate for II Stage will be soon provided.

The Secretarial Audit Report for the year 2014-15 is provided in ANNEXURE-V

12. MATERIAL CHANGES

There are no material changes affecting the financial position of the company which occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

13. RISK MANAGEMENT POLICY.

The company has constituted Risk Management Committee and the policy is disclosed on the website of the company www. availablefinance. in.

14. EVALUATION OF BOARD

The performance of the Board, its committee and individual directors are evaluated by no. of meeting held, time spent in each meeting deliberating the issues, quality of information/data provided to the member, the time given to them to study the details before each meeting, quality of deliberation in each meeting, contribution of each director, the details of decision taken and measures adopted in implementing the decision and feed back to the Board.

15. COMMITTEE OF THE BOARD

The company has duly constituted the following committee as per the provisions of section 177 of Companies Act, 2013 and other provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges.

(a) Nomination and Remuneration Committee,

(b) Audit Committee

(c) Stakeholders' Relationship Committee,

(d) Risk Management Committee;

The details of the composition of the audit committee and other committees and their respective terms of reference are included in the corporate Governance report forming part of this annual report. The Audit Committee and other Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the board.

16. DEPOSITS

The Company is a non-deposit taking category-B NBFC Company and it has neither invited nor accepted any deposits or any public deposits during the year within the meaning of under Section 73 of




Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 22nd Annual Report together with the audited financial results for the period ended on 31st March, 2014.

FINANCIAL RESULTS Rs. in Lakhs

Particulars 2013-14 2012-13

Income 150.79 180.27

Profit Before Taxation 38.69 72.04

Less: Provision for Tax 11.19 22.00

Less: Income Tax Earlier Year -00.61 ---

Less: Provision for Deferred Income Tax 0.05 0.31

Profit for the year 28.06 49.73

EPS 0.27 0.49

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DIRECTORS

As per the provision the Companies Act, 2013 and Articles of Association of the Company, Mr. Sudama Tiwari, the Director of the Company retires by Rotation and being eligible, offer himself for reappointment.

As per the requirement of Provision of the section, 149 of the Companies Act, 2013, Mrs. Neelam Sharma is appointed as an additional Director w.e.f. 24th July, 2014 to hold the office of the Director till the date of the forthcoming annual general meeting and with the approval of the members of the company at forthcoming annual general meeting granted for appointment of Mrs. Neelam Sharma, as Non Executive Director of the Company for a period of 2 years w.e.f. 24th July, 2014.

As per the Provision of the section, 149 of the Companies Act, 2013, your Directors are seeking appointment of Mr. Y.N. Shukla and Mr. Sudama Tiwari as independent Directors for five consecutive years for a term upto 31st March, 2019.

Except the above there is no change in the board of directors of the company.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet.

AUDITORS & AUDITORS'' REPORT

The Auditor''s Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPLIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that: (i) In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

(ii) The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2013-14 and of 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.

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

ACKNOWLEDGMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Place: Mumbai For and on Behalf of the Board Date: 24/07/2014

Sd/- Sd/- Sudama Tiwari Rajendra Sharma Director Director DIN-01103738 DIN-00981139


Mar 31, 2013

The directors have pleasure in presenting the 21st Annual Report together with the audited financial results for the period ended on 31st March, 2013.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2013 31.03.2012

Income 180.27 158.34

Profit Before Taxation 72.04 52.38

Less: Provision for Tax 22.00 14.44

Less: Income Tax Earlier Year

Less: Provision for Deferred Income Tax 0.31 0.63

Profit fortheyear 49.73 37.31

EPS 0.49 0.37

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non- Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet.

AUDITORS & AUDITORS REPORT

The Auditor''s Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCKEXCHANGES

The company is listed with the Bombay Stock Exchange Ltd., Mumbai PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provision of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amendedis furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and being eligible and offers himself for re-appointment. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Account of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements 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 2012-2013 and of the profit of the company for that period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions o the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detacting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS

YourDirectors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 27/0512013 Ajay Mittal

Chairman


Mar 31, 2012

The directors have pleasure in presenting the 20th Annual Report together with the audited financial results for the period ended on 31st March, 2012.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2012 31.03.2011

Income 158.34 76.60

Profit Before Taxation 52.38 45.87

Less: Provision for Tax 14.44 12.92

Less: Income Tax Earlier Year - (1.35)

Less: Provision for Deferred Income Tax 0.63 0.72

Profit for the year 37.31 33.59

EPS 0.39 0.36

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS. 2007

The disclosures as required under Non-Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet

AUDITORS & AUDITORS' REPORT

The Auditor's Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Jain Doshi & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment CONSERVATION OF ENERGY. TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCKEXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Rajendra Sharma is retiring director by rotation and being eligible and offers himself for re-appointment. DIRCTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2011 -12 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board

Place: Mumbai Sd/-

Date: 24/08/2012 Ajay Mittal

Chairman


Mar 31, 2010

The directors have pleasure in presenting the 18th Annual Report together with the audited financial results for the period ended on 31 st March, 2010.

FINANCIAL PERFORMANCE

Rs. in Lakhs

Particulars 31.03.2010 31.03.2009

Income 53.57 59.06

Profit/(-)Loss Before Taxation 46.75 47.48

Provision for Tax 14.90 10.93

Profit for the year 30.04 36.54

EPS 0.32 0.39

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year. DEPOSITS

The company has neither invited nor accepted any deposits during the year and also complied with the requirements of Non-Banking Financial Companies, Reserve Bank directives and the rules made there under.

DISCLOSURES AS PER TERMS OF PARAGRAPH 13 OF NON-BANKING FINANCIAL COMPANIES PRUDENTIAL NQRMS (RESERVE BANK) DIRECTIONS, 2007

The disclosures as required under Non- Banking Financial Companies Prudential Norms (Reserve Bank) directions, 2007 is enclosed with the balance sheet

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh

Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Bombay Stock Exchange Ltd., Mumbai

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars as required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

COMPIANCE OF RESERVE BANK OF INDIA GUIDELINES

The company is complying circulars and directions issued by the Reserve Bank of India from time to time.

DIRECTORS

During the year Mr. Y.P. Shukla is retiring director by rotation and being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2009-10 and of the profit of the company for that period.

3. The directors have taken proper and j 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express then- appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.



For and on Behalf of the Board of Directors



Sd/-

Place: Mumbai Mahesh Garg

Date: 06th July 2010 Chairman


Mar 31, 2004

The directors have pleasure in presenting the 12th Annual Report together with the audited Financial results for the period ended on 31st March, 2004.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2004 31.03.2003

Income from Operation 28.17 75.06

Profit/(-)Loss Before Taxation 17.65 66.20

Provision for Tax 7.98 10.50

Profit for the year 9.67 55.70

Net Profit /(-) Loss 9.67 55.70

EPS 0.10 0.60

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange and The Stock Exchange, Mumbai.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Rajendra Sharma, Director is retiring director by rotation and being eligible and offers himself for re-appointment.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2003-04 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg Director

Place: Mumbai Date : 28th June 2004


Mar 31, 2003

Your directors have pleasure in presenting the 11th Annual Report together with the audited Financial results for the period ended on 31st March, 2003.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2003 31.03.2002

Sales & Other Income 150.15 24.52

Profit/(-)Loss Before Taxation 66.20 14.52

Provision for Tax 10.50 1.11

Profit for the year 55.70 13.41

Prior Years Adjustments (Net) - 0.07

Net Profit/(-) Loss 55.70 13.34

EPS 0.60 0.21

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors) Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed, as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by rotation and being eligible and offers himself for re-appointment.Mr. A.R.Sahu resigned from the Board and in place Mr. Sudama Tiwari appointed as an ordinary director. Except this there is no other change in the constitution of Board of Directors of the Company.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2002-03 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Mahesh Garg Director

Place: Mumbai Date: 19 August 2003


Mar 31, 2002

The directors have pleasure in presenting the 10th Annual Report together with the audited Financial results for the period ended on 31st March, 2002.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2002 31.03.2001

Sales & Other Income 23.29 44.49

Profit/(-)Loss Before Taxation 14.52 21.73

Provision for Tax 1.11 1.84

Profit for the year 13.41 19.89

Prior Years Adjustments (Net) 0.07 0.41

Net Profit/(-) Loss 13.34 19.48

DIVIDEND

In the absence of adequate profits the directors regret their inability to recommend any dividend for the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self-explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment

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

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed ,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There was no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr.Mahesh Garg, Director is retiring director by rotation and being eligible and offer himself for re-appointment.

Mr. Rajendra Sharma appointed as additional director and being eligible and offer himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act. 1956 , your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2001-02 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anand Roop Sahu Director

Place: Indore Date : 12.08.2002


Mar 31, 2001

The directors have pleasure in presenting the 9th Annual Report together with the audited Financial results for the period ended on 31st March, 2001.

FINANCIAL PERFORMANCE Rs. in Lakhs

Particulars 31.03.2001 31.03.2000

Sales & Other Income 44.49 81.83

Profit/(-)Loss Before Taxation 21.73 (-) 1.50

Provision for Tax 1.84 0.98

Profit for the year 19.89 0.52

Prior Years Adjustments 0.41 0.96

Net Profit /(-) Loss 19.48 (-) 0.44

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering inadequate profit during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and being eligible and offer themselves for reappointment are recommended for reappointment.

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

Particulars under Companies (Disclosure of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed ,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earning and out go during the year.

DIRECTORS

During the year Mr. Y.P. Shukla, Director is retiring director by rotation and being eligible and offer himself for re-appointment.

CORPORATE GOVERNANCE

In term of listing agreement with stock exchanges, the company is required to comply with the corporate Governance provisions by 2001-2002. The company has already taken steps towards complying with the requirements.

AUDIT COMMITTEE

The Board constituted an audit committee as required U/s.292A of the Companies Act, 1956. Mr. Mahesh Garg, Mr. A.R. Sahu and Y.P. Shukla , Directors of the company, have been appointed as the members of the Audit Committee.

DIRCTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 your directors confirm that:

1. In the preparation of annual accounts, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company.

2. The directors have selected such accounting polices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year 2000-01 and of the profit of the company for that period.

3. 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. The directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors

Anandroop Sahu Director.

Place : Indore Date : 24.08.2001




Mar 31, 2000

The directors have pleasure in presenting the 8th Annual Report together with the audited Financial results for the period ended on 31st March, 2000.

FINANCIAL PERFORMANCE

Particulars 31.03.2000 31.03.1999

Sales & Other Income 81.83 83.96

Loss Before Taxtion - 1.50 - 53.85

Provision for Tax 0.98 0.00

Profit for the year 0.52 - 53.85

Prior Years Adjustments (Net) 0.96 0.00

Net Loss - 0.44 - 53.85

DIVIDEND

Your directors regret their inability to recommend any dividend for the year considering loss during the year.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder during the year under rivew.

AUDITORS & AUDITORS REPORT

The Auditors Report given elsewhere in the annual report is self explanatory and does not call any explanation from the Board. M/s. Rakesh Narendra Kumar & Co. Chartered Accountants, auditor of the company hold office until the conclusion of ensuing Annual General Meeting and are recommended for reappointment.

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

Particulars under Companies (Discloser of particulars in the report of Directors)Rules, 1988 on conservation of energy and technology absorption are NIL, being the company is a finance and investment company.

STOCK EXCHANGES

The company is listed with The Madhya Pradesh Stock Exchange, The Stock Exchange, Mumbai and The Stock Exchange, Ahemdabad.

PERSONNEL

The Company did not have any employee drawing salary in excess of limit prescribed,as such no particulars As required by provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended is furnished.

ADDITIONAL INFORMATION

The Company is not a manufacturing Company and hence part A and part B of the Particulars required to be furnished under the companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. There were no foreign exchange earning and out go during the year.

DIRECTORS AND CHANGE IN MANAGEMENT

During the year Management of the company have been changed under SEBI (Substential acquitation of shares & Takeover)Regulations,1997.According]y, Mr. Narendra Kumar Gangwal, Managing Director Mrs. Chandrikdevi Gangwal, Director resigned from the Board and New Management consisting of Mr. Mahesh Garg and Y.P. Shukala have been appointed.

Your company wishes to place on record its sincere appreciation and thanks to retiring Directors for their valuable contribution during their term in office.

Mr. Anand Roop Sahu is a retiring director by rotation and being offer himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on Behalf of the Board of Directors Anandroop Sahu Director.

Place: Indore Date : 18.08.2000

 
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