Directors Report of CFSL Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 25th Annual Report of the company along with the Audited Statement of Account for the year ended on March 31, 2015 together with the Auditors Report thereon.

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS For the year For the year ended ended 31.03.2015 31.03.2014

Total Revenue 709.04 219.96

Total Expenditure 714.15 222.91

Depreciation/Provisions 0.07 0.12

Profit/(Loss) before Tax -5.18 -3.07

Provisions for Taxation 0.03 0.12

Profit/(Loss) after Tax -5.21 -2.95

Paid up Equity Capital 1303.40 1303.40

FINANCIAL REVIEW

During the year under review your company has suffered a loss of Rs.5.21 lacs as compared to loss suffered in the previous year of Rs. 2.95 Lacs

DIVIDEND

Your directors do not recommend any dividend for the financial year 2014-15 on account of loss incurred by the Company.

TRANSFER TO RESERVES

Since your Company has not earned any profit, no amount has been transferred to reserves.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits. There are no unpaid or unclaimed deposits as on the date with the Company.

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

The particulars as required under Section 134 (3) (m) of the Companies Act, 2013 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital as on 31 st March, 2015 was Rs. 130,340,000 comprising of 65170000 Equity Shares of the face value of Rs.2 each. During the year under review, the shares of the Company were split from Rs. 10/- per share to Rs. 2/- per share. The Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity, other than Employee Stock Options under the Employees' Stock Option Scheme referred to in this Report. As on 31 st March, 2015, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES

Pursuant to section 186 (11) of the Companies Act, 2013 ("Act"), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of Section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Appointment

During the year Mrs Manju Anil Goyal (DIN: 07143651) was appointed as Additional Director w.e.f. 31st March, 2015 on the Board of Company. The Company has received notices under Section 160(1) of the Act from member(s) proposing her candidature for appointment as Directors. The Board of Directors has recommended her appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Ashish Bhala and Mr. NSR Prasad Raju as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013 ("Act"), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Re-appointment

Under Section 152(6) of the Companies Act, 2013 Mr. Ashwani Kumar Gupta shall retire at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends his appointment.

Resignation of Mr. Rakesh Kumar

During the year Mr. Rakesh Kumar resigned from the Directorship of the Company w.e.f. 21st April, 2015. The Board places on record their appreciation for the contribution made by Mr. Rakesh Kumar in the development of the Company.

Key Managerial Personnel

Appointment

Mr. P. C. Sharma who has a vast experience of 30 years in Finance was appointed as a Chief Financial Officer of the Company w.e.f 28th May, 2014.

Mrs. Manisha Agarwal was appointed as a Company Secretary cum Compliance Officer of the Company w.e.f 1st June, 2014.

Resignation

Mr. Rishi Gupta stepped down from the post of Company Secretary w.e.f 1st June, 2014.

Designation

Mr. Ashwani Kumar Gupta, Managing Director of the Company was designated as one of the Key Managerial Personnel of the Company.

AUDITORS

Statutory Auditors

In the last Annual General Meeting (AGM) held on 30th September, 2014, M/s Krishan Rakesh & Co. (Firm Reg. No.009088N), Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 4 years commencing from 24th AGM till the conclusion of 28th AGM . Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM.

A certificate of eligibility has been received from the Auditors to the effect that they are not disqualified for appointment under Section 141(3) of the Companies Act, 2013.

Secretarial Auditors

The Board has appointed Mukesh Kumar Agarwal, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2014-15. The Secretarial Audit Report for the Financial year ended 31 st March, 2015 is at Annexure-A. The said report does not contain any qualification, reservation and adverse remarks.

PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided hereunder:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Director Ratio to median remuneration

Ashwani Kumar Gupta -

Non Executive Director

Ashish Bhala -

NSR Raju -

Rakesh Kumar (Resigned w.e.f. 21.04.2015) -

Manju Anil Goyal (Appointed w.e.f. 31.03.2015) -

2. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year.

Director, chief executive officer, % increase in chief financial officer, company remuneration in secretary the financial year

Ashwani Kumar Gupta -

Ashish Bhala -

NSR Raju -

Rakesh Kumar -

Manju Anil Goyal -

Prakash Chand Sharma 17.64

Mr. Rishi Kumar Sharma, Company Secretary resigned from the services of the Company with effect from 1 st June, 2014 and Mrs.Manisha Agrawal was appointed as the Company Secretary with effect from 1st June, 2014. Accordingly, the disclosures with respect to median and increase in remuneration is not made.

3. The percentage increase in the median remuneration of employees in the financial year: 7.14

4. The number of permanent employees on the rolls of Company: 3

5. The explanation on the relationship between average increase in remuneration and Company performance: The company has incurred loss during the financial year ended 31st March, 2015. So, no remuneration is being paid to the Directors of the Company. However, keeping in mind the inflation rate a nominal increase in remuneration is being made to the other employees.

6. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial 340000 personnel (KMP)

Revenue 70904267

Remuneration of KMPs (as % of revenue) .47

Profit before Tax (P.B.T.) (518110)

Remuneration of KMP (as % of PBT) Since the company has suffered loss, so so no comparison has been made

7. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

March 31st 2015 March 31st 2014

Market Capitalisation 797029100 164052000

Price Earning Ratio 63 NIL

% change

Market Capitalisation 3.85

Price Earning Ratio NA

8. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Company has not made any public offer in the recent past and accordingly, comparison of Public Offer Price and the current market price of the Company Shares will not be relevant.

9. Average percantile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

There was an increase of around 14.58 % in the salaries of the employees in comparison to the last financial year.

There is no managerial remuneration being paid to the director.

10. Comparison of each remuneration of the key managerial personnel against the performance of the Company

Mr. Ashwani Gupta Mr. Prakash Chand Sharma (Managing Director) (Chief Financial Officer)

Remuneration in FY15 NIL 240000

Revenue 70904267

Remuneration as % of revenue - .34

Profit before Tax (PBT) (518110)

Remuneration Since the company has suffered loss, so no (as % of PBT) comparison has been made

*Mrs. Manisha Agrawal (Company Secretary)

Remuneration in FY15 100000

Revenue

Remuneration as % of revenue .14

Profit before Tax (PBT) (518110)

Remuneration Since the company has suffered (as % of PBT) loss, so no comparison has been made

*Mrs. Manisha Agrawal has been appointed as a Company Secretary w.e.f. 1st June, 2014. So, the remuneration provided only covers 10 months.

11. The key parameters for any variable component of remuneration availed by the directors: NA.

12. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NA.

13. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place an adequate internal control system to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. It also has a team of internal auditors to conduct internal audit. Audit firms also ensure that all transactions are correctly authorised and reported. The reports are reviewed by the Audit Committee of the Board. Wherever deemed necessary, internal control systems are strengthened and corrective actions initiated

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/ transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Related Party Transactions. Pursuant to section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013. None of the Non- Executive Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors of the Company is uploaded on the website of the Company and same can be accessed on the web link www.cubicalrealtors.com.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2015 forms part of this Report and is appended herewith as Annexure-B.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' and KMP's appointment and their remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

1. Qualifications of Independent Director:-

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the company's business.

2. Positive attributes of Independent Directors:-

An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.

3. Independence of Independent Directors:-

An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors.

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarisation of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the company www.cubicalrealtors.com

COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Transfer and Issue of shares Committee

The details of the membership and attendance of the meetings of the above Committees of the board are provided in the Corporate Governance report.

REPORT ON CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Practicing Company Secretary confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis is provided in the Annual Report

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ('the Act') your Directors confirm that:

i. In the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures in adoption of these standards.

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 31st March, 2015 and of the profit of the Company for the year ended on that date.

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 for financial year ended 31 st March, 2015 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 have been operating efficiently.

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

1. The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for Directors and Employees to report their genuine concerns.

2. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

3. As per the Whistle Blower Policy implemented by the Company, the Employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company.

4. The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower, under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been hosted on the website of the Company www.cubicalrealtors.com.No personnel have been denied access to the Audit Committee.

ACKNOWLEDGEMENTS:

The directors take this opportunity to thank company's customers, bankers for their consistent support and co-operation to the company. Your directors also acknowledge with appreciation the support and co-operation rendered by various Govt. agencies and Departments. Your directors would also like to thank all the employees of the Company for their dedicated efforts and hard work put in for the success of the Company. Your directors also wish to express their gratitude to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation.

On behalf of the Board for CUBICAL FINANCIAL SERVICES LIMITED

Sd/- Place : New Delhi Ashwani K. Gupta Date : 29.08.2015 Chairman

---

Mar 31, 2014

The Shareholders,

Cubical Financial Services Limited Delhi

The Directors take pleasure in presenting the 24th Annual Report of the company along with the Audited Statement of Account for the year ended on March 31,2014 together with the Auditors Report thereon.

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS For the year For the year ended 31.03.2014 ended 31.03.2013

Total Revenue 219.96 40.69

Total Expenditure 222.91 36.68

Depreciation/Provisions 0.12 0.11

Profit/(Loss) before Tax -3.07 3.90

Provisions for Taxation 0.12 1.23

Profit/(Loss) after Tax -2.95 2.67

Paid up Equity Capital 1303.40 1303.40

FINANCIAL REVIEW

During the year under review your company has suffered a loss of Rs.3.07 lacs as compared to profit earned in the previous year of Rs. 3.90 Lacs.

DIVIDEND

Your directors do not recommend any dividend for the financial year 2013-2014 due to loss of the Company. PUBLIC DEPOSITS

During the year under review, your company has not invited or accepted any deposits within the meaning of Section 58A of the Companies Act, 1956. There are no unpaid or unclaimed deposits as on the date with the Company.

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

The particulars as required under section 217 (1) (e) of the Companies Act, 1956 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the nominial value of the shares of the Company have been sub divided into Rs. 2 each from Rs. 10 each.

After sub division , the Authorised Capital of the Company is Rs. 135,100,000 consisting of 67,550,000 shares of Rs. 2 each and the paid up capital of the Company is Rs. 130,340,000 divided into 65170000 shares of Rs. 2 each. PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence information required under section 217 (2A) of the Companies Act, 1956 is not given.

DIRECTORS

Mr. Ashwani Kumar Gupta , Managing Director , retires by rotation at ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

During the period under review Mr. Ankur Gupta resigned from the Directorship of the Company. The Board places on record its sincere appreciation and gratitude for the services rendered and guidance provided by Mr. Ankur Gupta.

Mr. NSR Prasad Raju was appointed as an Independent Director w.e.f. 19.08.2013. The Board is pleased to welcome him and looks forward to a continuous co-operation .

AUDITOR''S REPORT

The Auditor''s reports are self-explanatory and do not require any comments from the Board of Directors. STATUTORY AUDITORS

M/s. Krishan Rakesh & Co., Chartered Accountants, (Firm Reg. No. 009088N) New Delhi, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment and shall hold office from the conclusion of this Annual General Meeting until the conclusion of the fourth consecutive Annual General Meeting subject to the ratification of the shareholders in every Annual General Meeting.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance report and Corporate Governance Compliance Certificate are provided as per separate Annexure to the report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis is provided in the Annual Report DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificate received from MD and other executives of the Company and subject to disclosures in annual accounts as on 31.3.2014 on the basis of discussions with Statutory Auditors of the Company from time to time-

I. Your Directors confirm that in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures/ variations.

II. Such accounting policies have been selected and applied which 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 31 st March, 2014 and of the Profit of the Company for the year.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of your Company are listed at Delhi and Mumbai Stock Exchanges, pursuant to clause 38 of the Listing Agreement, listing fees has been paid for the financial year 2013-2014 to the Stock Exchanges.

ACKNOWLEDGEMENTS :

The directors take this opportunity to thank company''s customers, bankers for their consistent support and co- operation to the company. Your directors also acknowledge with appreciation the support and co-operation rendered by various Govt. agencies and Departments. Your Directors would also like to thank all the employees of the Company for their dedicated efforts and hard work put in for the success of the Company. Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them in the company and for the continued support and co-operation.

On behalf of the Board

for CUBICAL FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Place : Delhi (Ashwani K. Gupta) (Ashish Bhala)

Date : 26.08.2014 Managing Director Director

Registered Office:

456, Aggarwal Metro Heights,Netaji Subhash Place Pitampura, New Delhi-110034

---

Mar 31, 2013

The Shareholders of CFSL Ltd Delhi

The Directors take pleasure in presenting the 23rt Annual Report of the company along with the Audited Statement of Account for the year ended on March 31,2013 together with the Auditors Report thereon.

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS For the year For the year ended 31.03.2013 ended 31.03.2012

Total Revenue 40.69 41.62

Total Expenditure 36.68 29.70

Depreciation/Provisions 0.11 0.16

Profit/(Loss) before Tax 3.90 11.76

Provisions for Taxation 1.23 3.48

Profit/(Loss) after Tax 2.67 8.28

Paid up Equity Capital 1303.40 1303.40

FINANCIAL REVIEW

During the year under review your company has been able to report total profits before tax of Rs.3.90 Lacs as compared to profit earned in the previous year of Rs. 11.76 Lacs.

DIVIDEND

Your directors do not recommend any dividend for the financial year 2012-2013 in order to meet the requirements of the funds into business of the Company.

PUBLIC DEPOSITS

During the year under review, your company has not invited or accepted any deposits within the meaning of Section 58A of the Companies Act, 1956. There are no unpaid or unclaimed deposits as on the date with the Company.

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

The particulars as required under section 217 (1) (e) of the Companies Act, 1956 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence information required under section 217 (2A) of the Companies Act, 1956 is not given.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles and Association of the Company Mr. Rakesh Kumar retires by rotation at ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. Mr. NSR Prasad Raju was appointed as Additional Director w.e.f 19/08/2013 and being eligible offer himself for appointment as Director at the ensuing Annual General Meeting and Mr Ankur Gupta resigned from the directorship of the company w.e.f. 19th August, 2013

AUDITOR''S REPORT

The Auditor''s reports are self-explanatory and do not require any comments from the Board of Directors.

STATUTORY AUDITORS

M/s. Krishan Rakesh & Co., Chartered Accountants, New Delhi, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General fleeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (1B) of the Companies Act, 1956, confirm- ing their eligibility for re-appointment. Your Directors recommend their re-appointment.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance report and Corporate Governance Compliance Certificate are provided as per separate

Annexure to the report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis is provided in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificate received MD and other executives of the Company and subject to disclo- sures in annual accounts as on 31.3.2012 on the basis of discussions with Statutory Auditors of the Company from timetotime-

I. Your Directors confirm that in the preparation of the annual accounts for the year ended 31 st March, 2013, the applicable accounting standards had been followed along with proper explanations relating to material depar- tures/variations.

II. Such accounting policies have been selected and applied which 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 31 st March, 2013 and of the Profit of the Company for the year.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of your Company are listed at Delhi and Mumbai Stock Exchanges, pursuant to clause 38 of the Listing Agreement, listing fees has been paid for the financial year 2012-2013 to the Stock Exchanges.

ACKNOWLEDGEMENTS:

The directors take this opportunity to thank company''s customers, bankers for their consistent support and co- operation to the company. Your directors also acknowledge with appreciation the support and co-operation ren- dered by various Govt, agencies and Departments. Your Directors would also like to thank all the employees of the Company for their dedicated efforts and hard work put in for the success of the Company. Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them in the company and for the continued support and co-operation.

On behalf of the Board

for CUBICAL FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Place: Delhi (Ashwanl K. Gupta) (Ashish Bhala)

Date : 02.09.2013 Managing Director Director

---

Mar 31, 2010

The Directors take pleasure in presenting the 20th Annual Report of the company along with the Audited Statement of Accounts for the year ended on March 31,2010 together with the Auditors Report thereon.

FINANCIAL RESULTS (Rs. in lakhs)

PARTICULARS For the year For the year

ended 31.03.2010 ended 31.03.2009

Total Revenue 44.63 23.41

Total Expenditure 30.17 11.19

Depreciation/Provisions 0.56 0.75

Profit/(Loss) before Tax 13.88 11.45

Provisions for Taxation 2.14 -

Provisions for Fringe Benefit Tax 0.01 0.04

Deferred Tax Assets 0.02 -

Profit/(Loss) after Tax 11.75 11.41

Paid up Equity Capital 1303.40 303.40



FINANCIAL REVIEW

During the year under review your company has been able to report a satisfactory performance with the total profits before tax of Rs. 13.88 Lacs as compared to profit earned in the previous year of Rs. 11.45 Lacs.

DIVIDEND

Your directors do not recommend any dividend for the financial year 2009-2010 in order to meet the requirements of the funds into business of the Company.

SHARE CAPITAL

During the year, the Company issued 1,00,00,000 Nos. of Equity Shares of Rs. 10/- each to promoters and others at a price of Rs. 10/- each fully paid up aggregated to Rs. 10.00 Crore on preferential basis in accordance with the applicable SEBI guidelines.

PREFERENTIAL ALLOTMENT

In compliance to the requirements of guidelines of SEBI, the necessary disclosure as on 31 -03-2010 have been made in the notes of accounts (Schedule O (B) (12) of the Balance Sheet).

PUBLIC DEPOSITS

During the year under review, your company has not invited or accepted any deposits within the meaning of Section 58A of the Companies Act, 1956. There are no unpaid or unclaimed deposits as on the date with the Company.

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

The particulars as required under section 217 (1) (e) of the Companies Act, 1956 in respect of the conservation of energy and technology absorption have not been furnished considering the nature of business undertaken by the Company during the year under report.

PARTICULARS OF EMPLOYEES

During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Hence information required under section 217 (2A) of the Companies Act, 1956 is not given.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles and Association of this Company Sh. Ankur Gupta retires by rotation at ensuing Annual General Meeting of the Company and being eligible,offers himself for reappointment.

AUDITORS REPORT

The Auditors reports are self-explanatory and do not require any comments from the Board of Directors.

STATUTORY AUDITORS

M/s Faruqui & Company, Chartered Accountants, New Delhi the Statutory Auditors of the company will retire at the forth coming Annual General Meeting and who have given the company notice in writing of his unwillingness to be re- appointed as the statutory auditors of the company. The Directors recommend the name of M/s Krishan Rakesh & Co., Chartered Accountants, New Delhi who have given their consent for appointment and have also given declara- tion that their appointment shall be within the limits prescribed by the section 224(1 B). Your Directors recommend their appointment.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance report and Corporate Governance Compliance Certificate are provided as per separate Annexures to the report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis is provided in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificate received MD and other executives of the Company and subject to disclosures in annual accounts as on 31.3.2010 on the basis of discussions with Statutory Auditors of the Company from time to time-

I. Your Directors confirm that in the preparation of the annual accounts for the year ended 31 st March, 2010, the applicable accounting standards had been followed along with proper explanations relating to material depar- tures/variations.

II. Such accounting policies have been selected and applied which 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 31st March, 2010 and of the Profit of the Company for the year.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

STOCK EXCHANGE LISTING

The shares of your Company are listed at Delhi and Mumbai Stock Exchanges, pursuant to clause 38 of the Listing Agreement, listing fees has been paid for the financial year 2010-2011 to the Stock Exchanges.

ACKNOWLEDGEMENTS:

The directors take this opportunity to thank companys customers, bankers for their consistent support and co- operation to the company. Your directors also acknowledge with appreciation the support and co-operation rendered by various Govt, agencies and Departments. Your Directors would also like to thank all the employees of the Company for their dedicated efforts and hard work put in for the success of the Company. Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them in the company and for the continued support and co-operation.

On behalf of the Board

for CUBICAL FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Place: Delhi (Ashwani K. Gupta) (Ankur Gupta)

Date : 03.09.2010 Managing Director Director