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Directors Report of Baid Leasing and Finance Company Ltd.

Mar 31, 2015

Dear Member,

The directors are pleased to present the 24th Annual Report of your Company together with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY''S PERFORMANCE

(Amount In Rs.)

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Revenue 8,60,24,170/- 7,35,12,226/-

Less: Total Expenditure 6,79,17,429/- 5,81,06,112/-

Profit / (Loss) before Taxation 1,81,06,741/- 1,54,06,114/-

Tax Expenses 61,08,298/- 52,52,279/-

Profit / (Loss) after Tax 1,19,98,443/- 1,01,53,835/-

PERFORMANCE REVIEW

The company is mainly engaged in the business of hire-purchase finance and dealing in stock market. The Company has now entered into housing finance business considering the growth and scope of the said segment. Further, diversification in the business of the Company will be in the greater interest of the shareholders of the Company. The total receipts from Operations during the year under review were Rs. 8,60,24,170/- as against Rs. 7,35,12,226/- in the previous year. The profit/ (Loss) after tax is Rs. 1,19,98,443/- as against Rs. 1,01,53,835/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the following amounts to various reserves during Financial Year ended March 31, 2015-

Amount transferred to Amount (in Rs.)

Special Reserve

* 20% of net profit 24,00,000%

* 0.25% of Standard Assets 2,11,000/-

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at "Baid House", IInd Floor, 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 12 (Twelve) Board Meetings were held on 16.04.2014, 02.05.2014, 24.05.2014, 04.07.2014, 31.07.2014, 09.08.2014, 12.09.2014, 12.10.2014, 08.11.2014, 31.12.2014, 02.02.2015 and 09.03.2015. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, viz. Mr. Mudit Singhi, Mr. Binod Kumar Choraria and Mr. Monu Jain have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of Baid Leasing & Finance Co. Ltd.

MANAGEMENT AND BOARD OF DIRECTORS

Mr. Rakesh Kumar Baid, Whole time Director, and Mr. Chandra Bhan Singhi, Director were liable to retire by rotation in terms of provisions of Companies Act, 2013 and Articles of Association of the Company at the 23 rd Annual General Meeting held on 16.08.2014 and did not seek appointment owing to preoccupation. Mr. Rakesh Kumar Baid and Mr. Chandra Bhan Singhi served on the Board of the company since its initial years. The Board placed on record their sincere appreciation and recognition towards the valuable contribution and services rendered.

Mrs. Sobhag Devi Baid, was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, whose tenure expired at 23 rd Annual General Meeting held on 16.08.2014.

Mr. Aman Baid was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, and subject to the approval of the members at the 23 d Annual General Meeting his appointment was regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice of 23rd AGM.

Mrs. Alpana Baid, non executive non independent Director and Mr. Mudit Singhi, Independent and Non executive Director were appointed on the Board of the Company w.e.f 16.08.2014.

Mr. Panna Lal Baid, Chairman and Managing Director of the Company whose term expired on 31.03.2015, was reappointed on the Board of the Company for a further period of 3 years w.e.f. 01.04.2015 in the 23rd AGM held on 16.08.2014.

Mr. Aman Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers himself for reappointment.

During the year, the appointment of Mr. Manoj Kumar Jain, CFO of the Company was regularized in terms of Sec. 203 of the Companies Act, 2013 read with the rules made thereunder.

AUDITORS

* STATUTORY AUDITORS

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s. Sharma Naresh & Associates, Chartered Accountants, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly the Board of Directors have recommended the appointment as statutory Auditors on a remuneration to be decided by the board.

The Notes on Financial Statements referred to in the Auditor''s Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

* SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

An audit report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

* INTERNAL AUDITOR

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Finance company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial Year are done in the ordinary course of business and at arm''s length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

POSTAL BALLOT

A. During the year under review, Special Resolutions for authorizing the Board for the following and as contained in the Notice to shareholders dated 02nd May, 2014 were approved by the shareholders of the Company through postal ballot:

1. to make inter corporate loans, investments, guarantees and securities in other bodies corporate u/s 186 of the Companies Act, 2013 upto a sum of Rs. 50,00,00,000 (Rs. Fifty Crores Only).

2. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 75,00,00,000 (Rs. Seventy Five Crores Only).

3. to sell / lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) and /or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013 to Secure the borrowings of the Company.

CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility was also made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process. However, none of the shareholders utilized the option.

Details of voting are as follows:

No.of No.of Shares Total votes No.of votes No.of votes Invalid Share in favour against votes holders

17 39,41,160 39,41,160 39,41,160 NIL NIL

B. In supersession of the resolution passed by shareholders of the Company through postal ballot on 14th June, 2014, the Company is seeking consent of the shareholders, through proposed Special Resolution(s) as contained in the Notice to shareholders dated 16th May, 2015 and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 250,00,00,000 (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage, sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s)and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013, to secure borrowing, upto a sum of Rs. 250,00,00,000 (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary is appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility will also be made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Baid Leasing & Finance Co. Ltd. (the "Company").

"Key Managerial Personnel (KMP) means—

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement and includes formal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company''s corporate strategy, with the objective to diversify the Board;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules thereunder.

3.7 to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders'' queries.

COMMITTEE MEMBERS'' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

* assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

* the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

* the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

* the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee''s ability to exercise independent judgment;

4.2 Personal specifications:

* Degree holder in relevant disciplines;

* Experience of management in a diverse organization;

* Excellent interpersonal, communication and representational skills;

* Demonstrable leadership skills;

* Commitment to high standards of ethics, personal integrity and probity;

* Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

* Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official''s salary shall be based & determined on the individual person''s responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KM Ps and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual''s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorise the payment of remuneration upto five percent of the net profits of the Company to its any one Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board. The siffing fee to the Independent Directors shall not be less than the siffing fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company''s policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors / KMPs / Senior officials have been:

* Leadership & stewardship abilities;

* Contributing to clearly define corporate objectives & plans;

* Communication of expectations & concerns clearly with subordinates;

* obtain adequate, relevant & timely information from external sources;

* review & approval achievement of strategic and operational plans, objectives, budgets;

* regular monitoring of corporate results against projections ;

* identify, monitor & mitigate significant corporate risks ;

* assess policies, structures & procedures ;

* direct, monitor & evaluate KMPs, senior officials ;

* review management''s succession plan ;

* effective meetings ;

* assuring appropriate board size, composition, independence, structure

* clearly defining roles & monitoring activities of committees;

* review of corporation''s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executi''ve/Non-Independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review, Dream Finhold Pvt. Ltd. ceased to be associate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executtve & Independent Director and as on March 31, 2015 was chaired by Mr. Mudit Singhi.

The details of the composition of the Committee are set out in the following table:

Name of Category Category Member

Mr.Mudit Singhi Non-Executive & Independent Chairman DIN:03171115 Director

Mr. Binod Kumar Non-Executive & Independent Member Choraria Director DIN:00104267

Mr. Monu Jain Non-Executive & Independent Member DIN:02609467 Director

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

* the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

* review and monitor the auditor''s independence and performance, and effectiveness of audit process;

* examination of the financial statement and the auditors'' report

* approval or any subsequent modification of transactions of the Company with related parties;

* scrutiny of inter-corporate loans and investments;

* valuation of undertakings or assets of the Company, wherever it is necessary;

* evaluation of internal financial controls and risk management systems;

* monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

In April, 2014, the Board adopted and implemented the vigil mechanism/ whistle blower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the audit committee from time to time.

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

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on ''conservation of energy and technology absorption''.

The particulars relating to foreign exchange earnings and outgo are NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

vi the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 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 as Annexure IV.

LISTING OF SECURITIES

The Equity shares of the company were listed with the BSE Limited and Delhi Stock Exchange Limited. However the SEBI vide its exit order no. WTM/PS/45/MRD/DSA/NOV/2014 dated November 19th, 2014 withdrew the recognition granted to Delhi Stock Exchange Limited. Consequently the Delhi Stock Exchange Limited has been de-recognized w.e.f November 19th, 2014

At present the Equity shares of the company are listed with the BSE Limited and the listing fee for the year 2015-16 has been duly paid.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.



FOR AND ON BEHALF OF THE BOARD DATE: 16.05.2015 PLACE: JAIPUR

PANNA LAL BAID (Chairman & Managing Director) DIN:00009897


Mar 31, 2014

Dear Members,

Baid Leasing and Finance Co. Ltd.

The directors are pleased to present the 23rd Annual Report of your company together with the statement of Annual Financial Statements forthe Year 2013-14.

FINANCIAL SUMMARY

Amount Particulars (Rs. in Lacs)

31.03.2013 31.03.2014

Profit before Depreciation & Tax 128.57 154.06

Less: Depreciation 5.26 5.30

Profit before Taxation 123.31 148.76

Less: Provision for Taxation 28.49 52.525

Profit after Tax 100.07 101.53

Add: Balance Brought Forward 346.84 139.00

Surplus available for appropriation 446.91 240.53

Less: Transfer to Special Reserve 200.00 200.00

Carried Forward to next year 426.91 500.11

PERFORMANCE REVIEW

The company is engaged in the business of hire-purchase finance and dealing in stock market. The net receipts from Operations during the year under review were Rs. 7,33,86,956/- as against Rs. 20,60,62,876/- in the previous year. The profit/ (Loss) after tax is Rs. 1,01,53,835/- as against Rs. 1,00,07,214/- in the previous year.

DIVIDEND

Following the conservative approach to retain the profits, your Directors did not recommend payment of any dividend forthe Financial Year 2013-14.

CAPITAL STRUCTURE

During the Financial Year 2013-14 there is no change in capital structure of the Company AUDITORS

M/s. Sharma Naresh & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transaction entered into were basically current account transactions in nature. The rate of interest and other terms & conditions are not prejudicial to the interest of company.

The delay in payment of statutory dues with Income Tax Department, as stated in Auditor''s Report, is not serious in nature and was deposited with the concerned authority with interest, as applicable. Other than this, the Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

CHANGE IN REGISTERED OFFICE OFTHECOMPANY

The registered office of the company was shifted from 3, Jaipur Towers, M.I. Road, Jaipur-302001 to "Baid House", llnd Floor, 1,Tara Nagar, Ajmer Road, Jaipur-302006 w.e.f. 16.04.2014. The present registered office is situated in a prominent location with easy accessibility to all concerned. Further, the proposed metro station adjacent to the registered office makes it more convenient. CORPORATEGOVERNANCE REPORT

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

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report alongwith the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

MANAGEMENT DISCUSSION &ANALYSIS

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

LISTING OFSECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and the listing fee for the year 2014-15 has been duly paid. MANAGEMENTAND BOARD OF DIRECTORS

Mr. Rakesh Kumar Baid, Whole time Director, and Mr. Chandra Bhan Singhi, Directors retire by rotation in terms of provisions of Companies Act, 2013 and Articles of Association of the Company at the ensuing Annual General Meeting and do not seek appointment owing to preoccupation. Mr. Rakesh Kumar Baid and Mr. Chandra Bhan Singhi have been on the Board of the company since its initial years. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by them during their tenure on the Board of the Company and wishes them good luck with their future endeavors.

Mrs. Sobhag Devi Baid, was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, whose tenure expires at this Annual General Meeting.

Mr. Aman Baid was appointed as an Additional Director on the Board of the company w.e.f. 24.05.2014, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

It is proposed to appoint Mrs. Alpana Baid on the Board of the Company as a non executive non independent Director, liable to retire by rotation.

It is also proposed to appoint Mr. Mudit Singhi on the Board of the Company as an Independent and Non executive Director, not liable to retire by rotation.

Appointment of Mr. Binod Kumar Choraria and Mr. Monu Jain as an independent Director, not liable to retire by rotation on the Board of the Com panyfor a further period of 5 years is also proposed.

Mr. Panna Lai Baid, Chairman and Managing Director of the Company whose term expires on 31.03.2015, is proposed to be reappointed on the Board of the Company for a further period of 3 yearsw.e.f. 01.04.2015.

CS Namrata Sajnani was appointed as the Company Secretary and Compliance Officer in place of Ms. Harsh ita Maheshwari w.e.f. 12.10.2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO

Since your company does not own any manufacturing facility, the provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption are not applicable.

The particulars relating to foreign exchange earnings and outgo are NIL.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

PARTICULARSOF EMPLOYEES

None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 during the year under review. The total no. of employees during the year was

19. DIRECTOR''S RESPONSIBILITY STATEMENT

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

1. that in preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 profit or loss of the Com panyforthat period;

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 the preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern basis.''

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditorto carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the CompaniesAct, 2013 and the read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/sV. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

INTERNAL AUDITOR

As per Section 138 of CompaniesAct, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

In consonance with the aforementioned, the Board appointed M/s ShivShanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditors of the Company for the financial year 2014-15.

ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the company''s auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE : 24.05.2014 FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

PANNA LAL BAID RAKESH KUMAR BAID

(Managing Director) (Whole-time Director)

DIN: 00009897 DIN: 00009926


Mar 31, 2013

Dear Members of Baid Leasing and Finance Co. Limited

The directors are pleased to present the 22nd Annual Report of your company together with the Annual Accounts for Financial Year 2012-13.

31.03.2013 31.03.2012 FINANCIAL RESULTS (Rs in Lakhs) (Rs in Lakhs)

Profit before Depreciation & tax 128.57 97.41

Less: Depreciation 5.26 3.13

Profit before Taxation 123.31 94.28

Less : Provision for Taxation 28.49 29.87

Profit after Tax 100.07 64.41

Add: Balance Brought Forward 346.84 295.43

Surplus available for appropriation 446.91 359.84

Less : Transfer to Special Reserve 20.00 13.00

Carried Forward to next Year 426.91 346.84

PERFORMANCE REVIEW

The company is engaged in the business of hire purchase finance and dealing in stock market. The net recefpts from Operations during the year under review were Rs. 20,60,62,876/- as against Rs. 9,62,64„125/- in the previous year. The profit/ (Loss) after tax is Rs. 1,00,07,214/- as against Rs. 64,41,099/- in the previous year. The income from operations increased by 46.72% during the year under review.

DIViOEND

Following the conservative approach to retain the profits, your Directors did not recommend payment of any dividend for the Financial Year 2012-13.

CAPITAL STRUCTURE

During the Financial Year 2012-13 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 6,14,50,000/-.

AUDITORS & AUDIT REPORT

IWs. snaTTrra~Naresh &Associates. Chartered Accountants, Statutory Auditors of the company hold office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transaction entered into were basically current accounts in nature and of a very small amount. The rate of interest and other terms & conditions are not prejudicial to the interest of company.

The delay in statutory dues with Income Tax Department, as stated in Auditor''s report, is not serious in nature and was deposited with the concerned authority with additional interest as applicable. Other than this, the Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

POSTALBALLOT

During the Financial Year, the company conducted a Postal Ballot to amend the main object clause of the

Memorandum of Association of the Company u/s 17 of the Companies Act, 1956. The procedure prescribed u/s 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the above mentioned corporate action.

CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process. The result was announced by Mr. Panna Lai Baid, Managing Director at the registered office of the Company on 08th December, 2012 and advertised in the newspapers.

CORPORATE GOVERNANCE REPORT

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

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

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

LISTING OF SECURITIES

The Equity shares of the company are listed with the Bombay Stock Exchange limited and Delhi Stock Exchange Limited.

BOARD OF DIRECTORS

Shri Chandra Bhan Singhi, Director, retires by rotation in terms of provisions of Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The retiring Director does not hold any shares in the company

A brief resume and other information required under clause 49 of the listing agreement is included in the Notice of Annual General Meeting. The Board recommends their re-appointment.

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

Since your company does not own any manufacturing facility, The provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to it.

The particulars relating to foreign exchange earnings and outgo are NIL.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

(I) that in preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 profit or loss of the Company for that period;

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

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern basis.''

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading by its management and empjoyees. The code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with shares of Company.

ACKNOWLEDGMENTS

Your Board wishes to thank the principal shareholder, the promoters and all the other shareholders for the confidence and trust they have reposed in the company. Your Board acknowledges with appreciation, the invaluable support provided by the company''s auditors, advisors and business partners. Your Board wishes to sincerely thank all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date : 29.05.2013 FOR AND ON BEHALF OF THE BOARD

Place : Jaipur Sd/- Sd/-

PANNA LAL BAID RAKESH BAID

(Managing Director) (Whole-time Director)


Mar 31, 2012

The Directors have pleasure in presenting their 21st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: 31.03.2012 31-03-2011

(Rs. in lakhs) (Rs. In lakhs)

Profit before Depreciation & Tax 97.41 94.99

Less : Depreciation 3.13 1.42

Profit before Taxation 94.28 93.56

Less: Provision for Taxation 29.87 32.23

Profit after Tax 64.41 61.33

Add: Balance brought forward 295.43 247.10

Surplus available for appropriation 359.84 308.43

Less: Transfer to Special Reserve 130.00 130.00

Carried forward to Next Year 346.84 295.43

DIVIDEND

In order to conserve resources of the company for future plans, your directors did not recommend payment of any dividend for the year ended 31" March, 2012.

OPERATIONS

The performance of the company during the year under review has been satisfactory The total income was of Rs. 964.04 Lacs in comparison of Rs. 376.57 Lacs during the previous year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956

The explanation given in Auditor's report and notes on accounts are self explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

None of the Employee's of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

The Particulars relating to Foreign Exchange Earnings and Outgo are NIL.

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company's securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock ex- changes with regards to the Corporate Governance code is present elsewhere.

POSTAL BALLOT

A Special Resolution for authorizing the Board of Directors to amend the main object clause of the Memorandum of Association of the Company u/s 17 of the Companies Act 1956, by adding the sub clause 4 and 5 after the existing sub-clause 3 of Clause III (A) of the Memorandum of Association of the Company as contained in a Notice to the Shareholders dated 04th April, 2011 was passed during the year under Postal Ballot. CS Manoj Maheshwari, Practicing Company Secretary was appointed as the Scrutinizer for the Postal Ballot process.

Details of Voting are as follows :

No. of No. of Total No. of Votes No. of Votes Invalid Share holders Shares Votes in Favour Against Votes

32 3528400 3528400 3528400 NIL NIL

The procedure prescribed under section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by Mr. Panna Lai Baid, Managing Director of the Company at the registered office of the Company on 07th May, 2011 and advertised in the newspapers.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the Financial Year, pursuant to the provisions of Section 17 and other applicable provisions, if any, of the Companies Act, 1956, the Company has shifted its registered office within the local limits of city, from "BAID HOUSE", 1, Taranagar, Ajmer Road, Jaipur - 302006 to 3, Jaipur Towers, M. I. Road, Jaipur - 302001.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

BOARD OF DIRECTORS Retire by Rotation

Shri Binod Kumar Choraria, Director of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Article 89 of the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

During the Year Mr. Monu Jain was appointed as on Additional Director of the Company w.e.f. 22.11.2011 & due to sad demise of Mr. Surendra Dev Sharma, he ceased from Directorship of the Company w.e.f. 22.11.2011. Mr. Monu Jain is sought to be regularized in the ensuing AGM.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors' confirm:

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

2. That the director's have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

3. That the director's have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

4. That the director's have prepared the annual accounts on a going concern basis.

LISTING OF EQUITY SHARES

Your Company continues to be Listed with BSE & DSE.

APPRECIATION

Your Board of directors wishes to express its deep appreciation and gratitude to all Employees, Bankers, Shareholders and Clients for their sustained support, without which the continuing progress of the Com- pany would no have been possible.

BY ORDER OF THE BOARD

Sd/- Sd/-

Date : 19/05/2012 (PANNA LAL BAID) (RAKESH BAID) Place : Jaipur MANAGING DIRECTOR WHOLE TIME DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting their 19th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS: 31.03.2010 31-03-2009 (Rs. in lakhs) (Rs. In lakhs)

Profit before Depreciation & Tax 92.35 21.37

Less : Depreciation 2.00 1.45

Profit before Taxation 90.35 19.91

Less: Provision for Taxation 31.14 4.46

Profit after Tax 59.22 15.45

Add: Balance brought forward 199.87 188.42

Surplus available for appropriation 259.10 203.87 Carried forward to Next Year)

DIVIDEND

in order to conserve resources of the company for future plans, your directors did not recommend payment of any dividend for the year ended 31st March, 2010.

OPERATIONS

The performance of the company during the year under review has been satisfactory The total income was of Rs. 430.95 Lacs in comparison of Rs. 222.71 Lacs during the previous year.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956

The explanation given in Auditors report and notes on accounts are self explanatory and do not call for any comments.

PARTICULARS OF EMPLOYEES

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

The Particulars relating to Foreign Exchange Earnings and Outgo are NIL.

CORPORATE GOVERNANCE

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Companys securities are listed. It has always been a constant endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for cheating and sustaining shareholder value. A separate section on Corporate Governance alongwith a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock ex- changes with regards to the Corporate Governance code is present elsewhere.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Directors Report.

BOARD OF DIRECTORS

Retire by Rotation

Shri Chandra Bhan Singhi, Director of the Company whose period of office is liable to retire by rotation pursuant to the provisions of Companies Act, 1956 and Article 89 of the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

Re-appointment of Managing Director

Shri Panna Lal Baid, Managing Director of the Company whose tenure ceased on 31st March, 2010 is proposed to be re-appointed as Managing Director, for a further period of 5 years w.e.f 1st April, 2010 to 31st March, 2015.

Re-appointment of Whole Time Director

Shri Rakesh Baid, Whole Time Director of the Company whose tenure ceased on 31st March, 2010 is proposed to be re-appointed as Whole-time Director, for a further period of 5 years w.e.f 1st April, 2010 to 31st March, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors confirm:

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

2. That the directors have selected such accounting policies & applied them consistently & made judge- ment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

3. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

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

LISTING OF EQUITY SHARES

Your Company continues to be Listed with BSE & DSE.

APPRECIATION

Your Board of directors wishes to express its deep appreciation and gratitude to all Employees, Bankers, Shareholders and Clients for their sustained support, without which the continuing progress of the Company would no have been possible.

BY ORDER OF THE BOARD

Sd/- Sd/-

Date : 15/05/2010 (PANNALALBAID) (RAKESH BAID)

Place : Jaipur MANAGING DIRECTOR WHOLE TIME DIRECTOR

 
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