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Directors Report of Bharat Bhushan Finance & Commodity Brokers Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rdAnnual Report along with the Audited Financial Statement for the year ended on 31st March, 2015.

1. FINANCIAL SUMMARY

Your Company's financial performance for fiscal year2015 is summarized in the following table:

(Rs In Lakhs)

Particulars Fiscal 2015 Fiscal 2014

Total Income 85.72 82.40

Profit before depreciation & Tax 53.27 51.17

Depreciation 0.91 1.12

Profit Before Tax 52.37 50.05

Provision for Taxation 9.91 8.62

Profit After Tax 42.45 41.43

Balance Profit B/F from earlier Year 280.77 267.40

Profit available for appropriation 323.22 308.83

APPROPRIATION:

Transfer to Reserve Fund 8.49 8.28

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 3.38 2.87

Profit C/F to Balance Sheet 294.45 280.77

2. OPERATIONAL REVIEW

The Company in the last couple of years has maintained steady growth rate despite slowdown and uncertainty in the economy.The new government's approach towards the Corporate sector has also resulted in better operational revenue for our Company. The Company is engaged in the business of Shares Trading, Commodity Trading and Investments in Mutual Fund. The Company's financial performance is as under:

* Revenue from Operation increased by 4.6 % to Rs. 73,63,367/-

* Profit before tax increased by 4.6% to Rs. 52,36,769/-

* Profit after tax increased by 2.5% to Rs. 42,45,258/-

3. DIVIDEND

Your Director's are pleased to recommend a Dividend of Rs.0.50 Paisa per equity share for the year 2014-15. The proposed dividend, subject to approval of Shareholders in the ensuring Annual General Meeting of the Company,would result in appropriation of Rs.20,28,139/- (including Corporate Dividend Tax of Rs.3,37,939/-) out of the profits thus giving 47.774 % payout from the net profit of the Company. The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

The Register of Members and Share Transfer books shall remain closed from 21stSeptember, 2015 to 28thSeptember, 2015 (both days inclusive). During the year, the unclaimed dividend pertaining to the final dividend for the year ended 2006-07 was transferred to the Investor Education & Protection Fundpursuant to section 125 of the Companies Act, 2013 after giving due noticeto the Members.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 8,49,052/-to the General Reserve out of the amount available for distribution.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31St March, 2015 was Rs.3,38,04,000/- During the year under review, the company has not issued any further Share Capital.

6. FURTHER ISSUE OF CAPITAL BY WAY OF RIGHT ISSUE

The Board of Directors of the company in their meeting held on 30.07.2015 decided to raise further issue of capital by offering the shares to the existing shareholders of the company by right basis in the ratio of 1:2 i.e. one right share for every two equity shares fully paid up held by the equity shareholders of the company.

The purpose of above Right Issue is to raise the additional fund for enhancing the scale of operations of the company. The total number of 16,90,200 Equity Shares of face value of Rs. 10/- each at par will be offered to the existing shareholders of the company. The total paid up capital of the company after such right issue shall stand Increased to 5.07 Crore.

7. DEPOSITS

The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2015 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public deposits during the Financial Year 2015-16.

8. INTERNAL CONTROL SYSTEMS AND INTERNAL FINANCIAL CONTROL

The Company has an internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the policies, guidelines and procedures laid down for this purpose. To maintain the objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of Internal Auditor, corrective actions in respective areas are taken and thereby strengthen the controls.

The Company has an Internal Financial Control that are adequate and were operating effectively, internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

9. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company as on 31st March 2015 has no Subsidiary and Associate Company.

10. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement entered with the stock exchange, a separate section on corporate governance practices followed by the company together with a CFO certificate and a certificate from the company's auditors confirming compliance form an integral part of this Report, attached at Annexure "A"

11. AUDITORS

STATUTORY AUDITOR

The Company's Auditors, M/s P.Bholusaria&Co., Chartered Accountants, having registration no. 000468N, who retires at the ensuing Annual General Meeting of the Company are eligible for re- appointment. They have confirmed their eligibility under section 141 of the Companies Act 2013 and the Rules framed thereunder for their reappointment as Statutory Auditor of the Company, therefore it is proposed to appoint M/s PBholusaria& Co., Chartered Accountant as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next AGM.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Kavita Pamnani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Audit is annexed herewith in Annexure "B" in format MR-3. There are no qualifications, reservation or adverse remarks made by Secretarial Auditors in their Report.

12. VOTING THROUGH ELECTRONIC MEANS

In order to promote the green initiative and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement the Company is pleased to provide members facility to exercise their rights to vote at the 23rd Annual General Meeting of the Company by electronic means and the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL).

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was neither any appointment nor any resignation of any director on or from the Board of the Company.

The Board of Directors during the year designated Mr. Satish Aggarwal (Manager-Finance) as a Chief Financial Officer (CFO) and Ms. Sonia Luthra as a Company secretary of the Company as Key-Managerial Personnel pursuant to section 203 of Companies Act, 2013 with effect from 16th July, 2014.

In terms of section 152 of the Companies Act, 2013, the Board of directors of the Company recommends the reappointment of Mr. Jogesh Chand Ahuja and Mrs. SantKumari Agrawal as Directors of the company, who are liable to retire by rotation at the forthcoming Annual General meeting and being eligible offer themselves for re- appointment.

14. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

15. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The nomination and remuneration committee of the company formulated a criteria for determining qualification, positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees.

The policy of the company on directors' appointment and remuneration, including criteria's for determining qualifications, positive attributes and independence of a director and other matters provided under sub- section (3) of section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of nomination and remuneration committee, is appended as Annexure "C"

The Directors hereby affirm that the remuneration provided to all the directors, key managerial personnel and other employees of the company are in accordance with the remuneration policy of the Company.

16. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committee and individual directors. The exercise was carried out through a structured process covering various aspects of the Boards functioning such as composition of the Board committees, experience & competencies, performance of specific duties & obligations, governance issues etc. separate exercise was carried out to evaluate the performance of individual Director including the Board chairperson who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

Performance evaluation of the Board as a whole was done by all the directors by considering the following:

* The Board diversity

* The qualification and experience of each director

* The decision taken by the Board

* Flow of information between the Board and management.

The evaluation was conducted according to Schedules IV of the Companies Act, 2013 which states that the performance evaluation of individual director was done by all the directors present except director being evaluated.

None of the Independent Directors are due for re-appointment

17. NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board Meetings were held on 14th May, 2014, 16th July, 2014, 29th October, 2014 and 29th January, 2015. The gap between any two consecutive meetings did not exceed 120

Further, a separate meeting of the Independent Directors of the Company in terms of provisions of Section 149 read with Schedule IV of the Companies Act, 2013 pertaining to Code for Independent Directors, was heldon 30th March, 2015 for the year 2014-15 to review the performance of the Non-Independent Directors, Chairperson and Board and flow of quality and quantity of information between the Management and Board under the chairmanship of Mr. Varun Saihgal, Independent Director.

18. COMMITTEES OF THE BOARD

A) AUDIT COMMITTEE : The Composition of the Committee is as per the following particulars:

S.No. Name of the Member Category

1. Mr. Vijay Bhushan Non-Executive Director

2. Mr. Kuldeep Gupta Non-Executive & Independent Director

3. Mr. Ravindra Singh Non-Executive & Independent Director

4. Mr. Varun Saihgal Non-Executive & Independent Director

B) STAKEHOLDER COMMITTEE : The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mrs. Nisha Ahuja Non-Executive Director

2. Mr. Jogesh C. Ahuja Non-Executive Director

3. Mr. Varun Saihgal Non-Executive & Independent Director

C) NOMINATION & REMUNERATION COMMITTEE : The Composition of the Committee is as per the following particulars:

S.No. Name of the Member Category

1. Mrs. Nisha Ahuja Non-Executive Director

2. Mr. Ravindra Singh Non-Executive & Independent Director

3. Mr. Varun Saihgal Non-Executive & Independent Director

The Board vide its resolution dated 16th July, 2014 has formed a committee to be called Nomination and Remuneration Committee. The Committee had formulated the Nomination & Remuneration Policy, inter alia, for appointment and remuneration of the directors, key managerial

personnel and other employees. The policy has been Reviewed and approved by the Board.

19. DIRECTORS RESPONSIBILITY STATEMENTS

To the best of our Knowledge based on the representation received from the Management, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended 31st March 2015, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the directors had 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;

c. The directors had 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;

d. The directors had prepared the annual accounts on a going concern

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

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

20. Extract of the Annual return

As required pursuant to section 92(3) of Companies Act, 2013 and rule 12(1) of Companies (Management and administration) Rules, 2014, an extract of annual return in Form MGT-9 a part of this report is annexed herewith as Annexure "D".

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

The provision of Section-186 is not applicable on the Company as in pursuant to Sub Section- (11) of Section-186, the Company is exempted.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The particulars of contracts or arrangements referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014 are given in Form AOC-2 (Annexure "E")

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

Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange. (Annexure "F")

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism /Whistle Blower Policy for directors and employees to report their genuine concerns. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism to report any unethical behavior and non-compliance within the organization. The mechanism also provides for the direct access to the Chairman of Audit Committee in appropriate cases. The Protection of the Whistle Blower is of utmost importance in Bharat Bhushan Finance & Commodity Brokers Limited and the safety and secrecy is done in a systematic way.

25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

26. RISK MANAGEMENT POLICY

Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.

The Board has laid down a risk management policy which contemplates to cover all locations/verticals and applies to all employees, whether full time, part time or casual at any level of seniority with in the business. The Company is exposed to a variety of operational, business and market risks including but not limited to technological changes, financial risk, risk of noncompliance of various statutory requirements, upward and downward trends in the sensex, foreign exchange fluctuation, interest rates risk and inventory carrying risk. The Company continuously monitors these risks. The objective of Company's risk management system is to prepare and maintain a proper strategy to ensure that risk exposure arising out of business does not result in any financial crisis.

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and as follows:-

A. Ratio of remuneration of each director to the median employee's remuneration. — Nil.

B. Comparison between remuneration to managerial personnel and remuneration to employees. 3,59,400 12,08,497.

C. Details of employees drawing salary of Rs. 5,00,000/- or more per month. — Nil.

D Details of remuneration to person holding 2% or more of equity shares. — Nil.

E. Details of employees (who are not directors or relatives) posted outside India. — Nil.

30. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors Bhart Bhushan Finance & Commodity Broker Limited

VIJAY BHUSHAN NISHA AHUJA Place : New Delhi DIRECTOR DIRECTOR Date :30th July, 2015 (DIN NO. 00002421) (DIN No. 00001875)






Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31,2014.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Particulars Financial year Financial Year ended ended March 31,2014 March 31,2013

Total Income 82.40 87.80

Profit before depreciation & Tax 51.17 52.10

Depreciation 1.12 1.28

Profit Before Tax 50.05 50.82

Provision for Taxation 8.62 9.23

Profit After Tax 41.43 41.59

Balance Profit B/F from earlier year 267.40 253.90

Profit available for appropriation 308.83 295.49

APPROPRIATION:

Transfer to Reserve Fund 8.28 8.32

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.87 2.87

Profit C/F to Balance Sheet 280.77 267.40

DIVIDEND

The Directors of your Company recommend a dividend amounting to 50 Paisa (fifty paisa) per share which is (5%) of the face value of per equity share of the Company for the financial year ended on 31st March, 2014 and after the declaration of dividend by the shareholders at the forthcoming Annual General Meeting, it would involve outflow of Rs. 1977000/-(including dividend tax). Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The performance of your company in the financial year under review remains similar with the performance of the previous financial year. The profit after tax in the current financial year is Rs. 41.42 Lacs as compared to previous year''s profit after tax amounting Rs. 41.59 Lacs. Despite difficult market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year''s performance.

In the past year, India has witnessed stability returning to the financial markets due to which the year 2014-2015 began on an optimistic note and helped the Indian Financial Market in recovering back. In the first half of the year 2013-14, the market remained range bound due to high current fiscal deficits and quantitative easing concern from the US. The second half led to optimism in the market as Raghuram Rajan announced a slew of measures after taking over as the Reserve Bank of India''s Governor and state assembly elections suggested BJP would form a stable Government at the centre in 2014.

Management Discussion and Analysis on financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 3.23 Lacs in the financial year under review as compared to 16.64 Lacs in the previous financial year. The trade volumes on bourses have been hit after the imposition of commodity transaction tax. Besides, investors are trading cautiously after the Rs 5,500 crore payment crisis came to light at the National Spot Exchange Ltd (NSEL) few months ago Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aim at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the Stock Exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards have been followed.

(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 as at 31st March , 2014 and of the profit & loss of the Company for the year under review.

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

(iv) That the directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

DIRECTORS

In terms of Section 152(6) of the Companies Act, 2013 Mr. Arun Kumar Garg (holding DIN No. 00178582) director of the company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board of Directors recommends his re-appointment as Director.

A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting, nature of expertise in specific functional areas, and names of Companies in which he holds the directorship and the membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Pursuant to the provisions of Section 149, 150,152 and other applicable provisions of Companies Act, 2013, the board has also recommends the appointment of Mr. Ravindra Singh (DIN 00429417) , Mr. Kuldeep Gupta (DIN 00915376) and Mr. Varun Saihgal (DIN 06512573) as Independent Directors of the Company whose term of office will be five consecutive year and the said appointment of Independent Directors will be effective from 25thSeptember, 2014 to 24th September 2019".

Board has also recommended the appointment of Mr.Satish Aggarwal as Manager of the Company for a period of five years and the said appointment of Mr. Satish Aggarwal as Manager will be effective from 25th September, 2014 to 24th September 2019".

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company has shifted its Registered Office from 5-E, Rani Jhansi Road, Jhandewalan Extn., New Delhi - 110 055 to 503, Rohit House, 3, Tolstoy Marg, New Delhi - 110 001 with effect from 25th June, 2014.

AUDITORS

M/S P.BHOLUSARIA & CO., Chartered Accountants, Statutory Auditors of the Company having registration number 000468N retires at the ensuring Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time is not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any Subsidiary Company.

LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE Limited) and Delhi Stock Exchange and the Company have applied to Delhi Stock Exchange in the current financial year for Voluntarily delisting the shares of the Company. DELISTING OF COMPANY''S EQUITY SHARES FROM THE DELHI STOCK EXCHANGE The Company is in principle approval from Delhi Stock Exchange for delisting of the Equity Shares of the Company from the Delhi Stock Exchange.

VOTING THROUGH ELECTRONIC MEANS

In order to promote the green initiative and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement the Company is pleased to provide members facility to exercise their rights to vote at the 22nd Annual General Meeting of the Company by electronic means and the business may be transacted through e-voting services provided by National Securities Depository limited (NSDL).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year under review.

STATUTORY INFORMATION

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption is not applicable to the Company.

The company was no foreign exchange out-go or inflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN DIRECTOR (DIN NO. 00002421) NISHA AHUJA Place : New Delhi DIRECTOR Date : 16.07.2014 (DIN No. 00001875)


Mar 31, 2013

The Directors have pleasure in presenting the 21stAnnual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) Particulars Fiscal year ended Fiscal Year ended March 31, 2013 March 31, 2012

Total Income 87.80 93.65

Profit before depreciation & Tax 52.10 58.00

Depreciation 1.28 1.34

Profit Before Tax 50.82 56.67

Provision for Taxation 9.23 9.99

Profit After Tax 41.59 46.67

Balance Profit B/F from earlier year 253.90 236.21

Profit available for appropriation 295.49 282.88

APPROPRIATION:

Transfer to Reserve Fund 8.32 9.33

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.87 2.74

Profit C/F to Balance Sheet 267.40 253.90

DIVIDEND

The directors recommend dividend amounting to 50 Paisa per share (5%) for the financial year ended 31st March, 2013. If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Your Company''s performance in the financial year under review remained similar to the performance in the previous financial year. The profit after tax in the current financial year is Rs. 41.59 Lacs as compared to previous year''s profit after tax amounting to Rs. 46.67 Lacs. Despite worsening market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year''s performance.

Overall the trend for the domestic securities market remained bearish as the global portfolio investors are going light on the emerging markets. Besides high interest rate and inflation, the sovereign debt crisis in the Euro zone, the political turmoil in Middle East, crude oil prices hike, the Rupee weakness against the USD continued to threaten domestic growth.

Global concerns continued to put negative pressure in the Indian bourses during the year as the participation of the foreign institutional investors (FII) and portfolio investors remained eratic. The macro mood around the globe was sombre. The commodity markets were also volatile in view of the pressure on global commodity prices. Nevertheless the economy is expected to look up in the second half of the year. Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 16.64 Lacs in the financial year under review as compared to 17.88 Lacs in the previous financial year. The management of the Company had strengthened the profitability from commodity trading segment and focused on managing costs and prudent use of capital. Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aim at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the stock exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed.

(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 as at 31st March , 2013 and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 Mr. Ravindra Singh and Mrs. Sant Kumari Agrawal, Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment. The Board of Directors recommends their re-appointment as Directors. A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting, nature of their expertise in specific functional areas , and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Mr. R.C. Mody, Director of the Company resigned from the Directorship of the Company w.e.f. 26th July, 2012. In terms of Section 262 of the companies act, 1956, Mr. Arun Kumar Garg has been appointed as a Director of the company w.e.f. 26th July, 2012 to fill in the casual vacancy.

In terms of the Articles of Association of the Company, your directors appointed Mr. Varun Saihgal as an additional Independent director of the Company with effect from 21st May, 2013. Mr. Varun Saihgal has the qualifications and experience required for the position of Independent Director. He is presently working as an Advisor, Board of Management VIT University, Vellore, Tamilnadu. Mr. Varun Saihgal holds office till the Annual General Meeting and is eligible for appointment. Notice has been received from a member signifying his intention to propose Mr. Varun Saihgal as an Independent Director. Details of his proposal are mentioned in the explanatory statement under section 173(2) of the Companies Act, 1956 covered under item No. 6 of the Notice of the 21st Annual General meeting. There are no other changes in the Composition of the Board of Directors of the Company.

AUDITORS

Your Company''s Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association Limited (DSE).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year.

STATUTORY INFORMATION

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per The Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption are not applicable. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN

DIRECTOR

Place: New Delhi NISHA AHUJA

Date: July 26, 2013 DIRECTOR


Mar 31, 2012

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs) Particulars Fiscal year Fiscal Year ended ended March 31, 2012 March 31, 2011

Total Income 93.65 90.19

Profit before depreciation & Tax 58.00 59.20

Depreciation 1.34 1.19

Profit Before Tax 56.67 58.01

Provision for Taxation 9.99 9.78

Profit After Tax 46.67 48.23

Balance Profit B/F from earlier year 236.21 217.27

Profit available for appropriation 282.88 265.50

APPROPRIATION:

Transfer to Reserve Fund 9.33 9.65

Proposed Dividend 16.90 16.90

Provision for Dividend Tax 2.74 2.74

Profit C/F to Balance Sheet 253.90 236.21

DIVIDEND

The directors recommend dividend amounting to 50 Paisa per share (5%) for the financial year ended 31st March, 2012. If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs. 16,90,200/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Your Company's performance in the financial year under review is similar to the performance in the previous financial year. In terms of profit after tax as its profit after tax in the current financial year is Rs. 46.67 Lacs as compared to previous year's profit after tax amounting to Rs. 48.23 Lacs. Despite worsening market conditions during the financial year under review the Company managed to maintain its net profitability as compared to the previous year's performance.

Overall the trend for the domestic market remained bearish as the global portfolio investors are going light on the emerging markets. Besides high interest rate and inflation, the sovereign debt crisis in the Euro zone, the political turmoil in Middle East, crude oil prices hike, the Rupee weakness against the USD continued to threaten domestic growth. Global concerns continued to put negative pressure in the Indian bourses during the year as the participation of the foreign institutional investors (FII) and portfolio investors remained thin. Strong bull conviction was the missing word in the domestic bourses. The macro mood around the globe was sombre. The commodity markets were also volatile in view of the pressure on global commodity prices. Nevertheless the economy is expected to look up in the second half of the year.

Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The Company earned a brokerage on commodity exchange of Rs. 19.90 Lacs in the financial year under review as compared to 8.22 Lacs in the previous financial year reflecting growth potential in this sector. The management of the Company had strengthened the profitability from commodity trading segment and focused on managing costs and prudent use of capital.

Your directors will continue to look for improvements in the business outlook for short and medium term and accordingly adjust its growth targets in the different segments of its business. With more experience in the line and prudent management of the commercial and financial risks, your directors aimed at achieving higher returns from this activity in the years to come.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement with the stock exchanges, have been furnished in the Annual Report and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, your Directors certify as follows: -

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed.

(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 as at 31st March , 2012 and of the profit or loss of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the directors have prepared the annual accounts for the year ended 31st March, 2012 on a going concern basis.

DIRECTORS

In terms of Section 256 of the Companies Act, 1956 Mr. Kuldeep Gupta and Mr. Jogesh Ahuja, Directors of the company are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment as Directors.

A brief resume of Directors recommended for appointment/ re-appointment as Director at the ensuing Annual General Meeting , nature of their expertise in specific functional areas , and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in section on Corporate Governance in this Annual Report.

Mr. R.C. Mody, Director of the Company resigned from the Directorship of the Company w.e.f. 26.07.2012. In terms of Section 262 of the companies act, 1956, Mr. Arun Kumar Garg has been appointed as a Director of the company w.e.f. 26.07.2012 to fill in the casual vacancy caused by the resignation of Mr. R.C. Mody.

The Board places on record its gratitude for the most invaluable contribution made by Mr. R. C. Mody during his long tenure on the Board of the Company. There are no other changes in the Composition of the Board of Directors of the Company.

AUDITORS

Your Company's Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment.

PARTICULARS OF EMPLOYEES

Provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the Delhi Stock Exchange Association Limited (DSE).

PUBLIC DEPOSITS

The Company has continued its policy for not accepting any public deposits during the year.

STATUTORY INFORMATION

As the Company's operations do not involve any manufacturing or processing activities, the particulars as per The Companies (Disclosure of particulars in the report of Board of Directors) rules 1988, regarding conservation of energy and technology absorption are not applicable.

The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors VIJAY BHUSHAN DIRECTOR NISHA AHUJA DIRECTOR

Place: New Delhi Date : July 26, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 18th Annual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

Fiscal year ended Fiscal Year ended

March 31,2010 March 31,2009

Total Income 8753 63.60

Profit before depreciation & Tax 56.38 31.93

Depreciation 1.74 2.45

Profit Before Tax 54.64 29.48

Provision for Taxation 6.52 5.63

Profit After Tax 48.12 23.85

Balance Profit B/F from earlier year 194.54 19128

Profit available for appropriation 242.65 215.13

APPROPRIATION:

Transfer to Reserve Fund 9.62 4.77

Proposed Dividend 13.52 13.52

Provision for Dividend Tax 225 229 Profit C/F to Balance Sheet 217.27 194.54

DIVIDEND

The directors recommend dividend amounting to 40 Paisa per share (4%). If this recommendation is approved at the forthcoming Annual General Meeting, it would involve outflow (excluding dividend tax) of Rs.1352160/-. Dividend tax will be subject to the applicable taxation rates.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In the past year, India has witnessed a stability returning to the financial market due to which, the year 2009-2010 began on an optimistic note and helped the Indian Financial Market in recovering back. The recovery was due to various factors such as post election rally, large buying by foreign institutional investors, concrete steps taken by regulators and government around the world & it overall affected Indian Financial markets including Stock Exchanges and Derivatives market. Your Companys performance showed remarkable improvement in terms of profit after tax as its profit doubled from Rs. 23.85 Lakhs in 2008- 2009 to Rs. 48.12 Lakhs in 2009-2010.

Your Company is also registered as Non-Banking Finance Company with the Reserve Bank of India. The Company has complied with all the provisions of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, are given as a separate statement in the Annual Report.

COMMODITY MARKET

The company earned a brokerage on commodity exchange of Rs. 2.77 Lacs in this year as compared to 4.12 Lacs in the previous financial year. The turnover on NCDEX was curtailed on account of restrictions placed on various commodities on account of sharp increase in their prices. However the company had obtained membership of Multi Commodity Exchange (MCX) in June 2008, which has large turnover in bullion, base metals and energy products. MCX enabled the company to retain its clients and also provide liquidity in the market as compared to NCDEX.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance is enclosed herewith.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors certify as follows: -

(i) In the preparation of the annual accounts for the financial year ended March 31,2010, the applicable accounting standards have been followed.

(ii) Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the company for the year under review.

(iii) Your 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) Your directors have prepared the annual accounts of the Company on a going concern basis. DIRECTORS

Mr. Jogesh Ahuja and Mr. Ravindra Singh, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting. These directors being eligible offer themselves for re-appointment. The Board of Directors recommends their re-appointment as Directors. AUDITORS

Your Companys Statutory Auditors, M/S P.BHOLUSARIA & CO., Chartered Accountants, Delhi, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. They are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956, for such appointment. PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (particulars of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The company does not have any subsidiary company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

STATUTORY INFORMATION

The Companys (Disclosure of particulars in the report of Board of Directors) rules 1988, requires the disclosure of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as our company is not a manufacturing company. The company had no foreign Exchange out-go or inflow during the year.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation ior the co operation patronage, assistance and guidance by their business associates, bankers and clients and other business constituents for their continued support throughout the year. Your Directors, also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

The Board would like to take this opportunity to express its gratitude to you all, partners in our enterprise, for your confidence, encouragement and unstinting support.

For & on Behalf of the Board of Directors

VIJA BHUSHAN

DIRECTOR

Place : New Delhi NISHA AHUJA

Dated : July 29,2010 DIRECTOR

 
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