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Directors Report of Comfort Intech Ltd.

Mar 31, 2015

To the Members of the Company,

The Directors have pleasure in presenting the Twenty-First Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs) PARTICULARS STANDALONE STANDALONE CONSOLI- CONSOLI- YEAR ENDED YEAR ENDED DATED DATED YEAR YEAR 31st MARCH 31st MARCH ENDED 31st ENDED 31st 2015 2014 MARCH 2015 MARCH 2014

Total Revenue 1408.46 1155.26 1425.74 1231.55

Profit Before Depreciation and Taxes 594.68 (307.65) 553.69 (280.60)

Less: Depreciation 17.64 10.51 17.64 10.51

Less : Provision for

(a) Income Tax 25.66 32.86 25.66 32.86

(b) Deferred tax (3.54) (0.35) (3.54) (0.35)

Income Tax paid of earlier years 1.20 (0.41) 1.20 (0.41)

Total Tax Expenses 23.32 32.00 23.32 32.00

Profit / (loss) for the Year 553.72 (350.26) 512.73 (323.22)

Add: Brought forward from last year 21.68 371.95 141.10 464.56

Distributable Profits 575.39 21.68 653.84 141.10

Appropriated as under:

Transfer to Special Reserve 110.74 -- 110.74 --

Depreciation Adjustment 1.31 -- 1.31 --

Proposed Equity Dividend 63.99 -- 63.99 --

Tax on Distributed Profits 12.79 -- 12.79 --

Balance Carried Forward to Balance sheet 386.56 21.68 465.01 141.10

OPERATIONS:

During the year, the Operations of Your Company were satisfactory. Your Company is in the policy of giving short term loans based on scrutiny of paying capacity and risk involved.

During the year your Company has received an order from Reserve bank of India, Ahmedabad for the cancellation of certificate of Registration to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934 vide order dated September 24, 2014. Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

FINANCIAL HIGHLIGHTS:

Consolidated Revenues:

The total consolidated income of the Company for the FY 2014-15 comprises operating revenues of Rs. 1414.08 Lacs and other income of Rs. 11.66 lacs as compared to previous fiscal operating revenues of Rs. 1230.40 lacs and other income of Rs. 1.15 lacs.

Standalone Revenues:

During the fiscal 2015, the total income of the Company stood at Rs. 1408.46 Lacs as compared to previous fiscal of Rs. 1155.26 Lacs.

Consolidated Profits / (Loss):

Profit stood at Rs. 536.05 Lacs before tax and Profit after Tax stood at Rs. 512.73 Lacs as compared to previous fiscal Loss before Tax stood at Rs. (291.12) Lacs and Loss after Tax stood at Rs. (323.22) Lacs.

Standalone Profits / (Loss):

Profit stood at Rs. 577.04 Lacs before tax and Profit after tax stood at Rs. 553.72 Lacs for the fiscal 2015 as compared to the previous year Loss before tax Rs. (318.17) Lacs and after tax Rs. (350.26) Lacs.

Your Company has proposed a dividend of 2% i.e Rs. 0.02 paise per equity share amounting to Rs. 63,98,762/- for the accounting year ended 31st March 2015.

Your company already intimated you regarding Wholly Owned Subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2015, the gross operational income of the subsidiary stood at AED 1.03 lacs and Operating Loss for the fiscal year 2015 stood at AED (2.46) lacs as compared to the previous year AED 4.91 lacs and profit AED 1.74 lacs.

The standalone net worth of your company at the year end stands at Rs. 9171.70 Lacs which translated to a book value of Rs. 2.87/-. per share of face value of Re. 1/- each. The consolidated net worth of your company at the yearend stands at Rs. 9268.94 lacs which translated to a book value of Rs. 2.89/- per share of face value of Re. 1/- each. The Board has recommended a dividend of 2% i.e Rs. 0.02 paise per equity share amounting to Rs. 63,98,762/- (Rupees Sixty Three lacs Ninety Eight Thousand Seven Hundred and Sixty Two only) for the accounting year ended 31st March 2015.

RESERVES:

The Company has carried forward an amount of Rs. 1,10,74,313/- to Special Reserve DIVIDEND:

Your directors propose a dividend of 2% of the paid up equity capital of the Company i.e Rs. 0.02 per equity share amounting to Rs. 63,98,762/- (Rupees Sixty Three lacs Ninety Eight Thousand Seven Hundred and Sixty Two only) for the accounting year ended 31st March 2015.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Annu Agrawal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of listing agreement. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

(i) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process.

(ii) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization.

(iii) Details of Board Meetings held

During the year Six Board Meetings and one independent directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

(iv) Constitution of Committees

The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders / Investors Relations and Grievance Committee, the details of which have been mentioned in the Corporate Governance Report which is forming a part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

5. That 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.

6. That 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

AUDITORS:

(i) Statutory Auditor

The retiring auditors, namely M/s. Bansal Bansal & Co., Practicing Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

(ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under, M/s. R M Mimani & Associates LLP, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3 to this report.

(iii) Internal Auditor

M/S N. Kanodia & Co., Practicing Chartered Accountant performed the duties of internal auditors of the company for 2014-15 and their report is reviewed by the audit committee from time to time.

COMMENTS ON AUDITOR'S REPORT:

Statutory Auditor:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

With respect to the various loans given to Liquors India Limited amounting to 1.70 Crores without seeking permission of the Reserve Bank of India (RBI), even after cancellation of NBFC Certificate, is due to the contractual agreement entered prior to the cancellation of the registration. Since the Contractual agreement was entered by your Company with Liquors India Limited was much before the order for cancellation of registration received by your Company and your Company had to adhere to the terms and conditions of the agreement in the normal course of Business and in contrnuation to the previous loans granted to Liquors India Limited and hence the loan was granted.

As regards exposure norms of RBI for a single borrower, the limit has exceeded for one of the Borrower. The said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the Company. Your Company has filed an appeal against the about said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi against the said RBI order. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

Secretarial Auditor:

Reserve Bank of India vide its order dated 24th September, 2014 has cancelled certificate of registration issued to the Company to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934.

Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority. Further regarding the First information report (FIR) filed by the Reserve Bank of India, Ahmedabad against the Company and its Directors under various section of IPC, the same is still under investigation.

With respect to an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market, your Company filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard. However, your Company has filed an appeal with the Securities Appellate Tribunal on 23rd July, 2015 in this regard.

With respect to the various loans given to Liquors India Limited amounting to 1.70 Crores without seeking permission of the Reserve Bank of India (RBI), even after cancellation of NBFC Certificate, is due to the contractual agreement entered prior to the cancellation of the registration. Since the Contractual agreement was entered by your Company with Liquors India Limited was much before the order for cancellation of registration received by your Company and your Company had to adhere to the terms and conditions of the agreement in the normal course of Business and in contrnuation to the previous loans granted to Liquors India Limited and hence the loan was granted.

As regards exposure norms of RBI for a single borrower, the limit has exceeded of one of the Borrower. Also the said exposure is secured which is more than sufficient to cover the entire amount due from the borrower and the management is confident of realizing these dues.

As regards delay in filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.comfortintech.com/whistle_blower_policy.php.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC 2 is enclosed as Annexure 4. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at http://www.comfortintech.com/ related_party_transaction_policy.php.

SUBSIDIARY COMPANY:

Pursuant to sub-section (3) of section 129 of the Companies Act 2013, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure 2.

Further, during the year your company has taken initiation to close the Wholly Owned Subsidiary in Dubai. The matter is under process.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees & Key Managerial Person of the Company and Directors is furnished hereunder:

Sr. Name of the Director/ Designation Remuneration No KMP 2014-15

1 Mr. Anil Agrawal Managing Director 21,18,333

2 Mr. Bharat Shiroya Whole time Director 13,01,458

3 Mrs. Ramadevi Gundeti Company Secretary 10,40,276

4 Mr. Lalit Sethi** Chief Financial Officer 9,62,591

Name of the Director Remuneration Increase/ Ratio/Times per KMP 2013-14 Decrease median of employee remuneration

Mr. Anil Agrawal 14,25,000 6,93,333 8.15

Mr. Bharat Shiroya 9,25,167 3,76,291 5.01

Mrs. Ramadevi Gundeti 10,80,919 -40,643 4.00

Mr. Lalit Sethi* Nil 9,62,591 3.70

** Mr. Lalit Sethi was appointed as the Chief Financial Officer of the Company w.e.f 14th February, 2015 and ceased w.e.f. 30th May, 2015.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

BUSINESS RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March 2015 so as to attract the provisions of Chapter V of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the BSE Limited. The company is regular in payment of listing fee. During the year, the Securities Exchange Board of India has given an exit order to the Jaipur Stock Exchange vide order dated March 23, 2015 where our Company's shares are listed.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 2013, the Cash flow Statement for the year ended 31.03.2015 is annexed here to as a part of the Financial Statements.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 1.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

A policy On Sexual Harassment of Women at Workplace has been drafted and approved by the Board in its meeting held on May 30, 2015. A committee namely Internal Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following:

Name of Member Designation

Mrs. Annu Agrawal Chairman

Mrs. Ramadevi Gundeti Member

Mrs. Apexa Kadam Member

The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace.

SEBI ORDER

Your Company has received an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11 (4) and 11B of the Securities Exchange Board of India Act, 1 992 in the matter of First Financial Services Limited for not accessing the capital market. Your Company filed a reply with SEBI in this regard.

On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard. However, your Company has filed an appeal with the Securities Appellate Tribunal on 23rd July, 2015 in this regard.

RBI ORDER

Your Company has received an order from Reserve bank of India, Ahmedabad for the cancellation of certificate of Registration to carry on the business of Non-Banking Financial Institution under section 45-IA(6) of the Reserve Bank of India Act, 1934 vide order dated September 24, 2014.

Your Company has filed an appeal against the above said order with the Appellate Authority, Ministry of Finance, Government of India, New-Delhi. The Hearing took place on March 20, 2015 and the order is awaited from the Appellate Authority.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with Schedule VII to the Companies Act 2013 and other applicable provisions, every company having net worth of rupees five hundred crore or more or turnover of rupees one thousand core or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Your Company has earned a profit of Rs 553.72 lacs (Standalone) for the year ended March 31, 2015 and accordingly provisions of Section 135 have now become applicable to your Company.

The Board has constituted a Corporate Management Committee to carry out the CSR Programme within specified budgets and timeframes. The Committee consists of the following Directors, namely:

Name of Member Designation

Mr. Anil Agrawal Chairman

Mrs. Annu Agrawal Member

Mr. Bharat Shiroya Member

Mr. Jugal Thacker Member

The Corporate Social Responsibility Policy was considered and approved by the Board of Directors in their meeting held on 8th August, 2015.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, Co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

Place: Mumbai FOR AND ON BEHALF OF THE BOARD Dated: 08.08.2015 Sd/- ANIL AGRAWAL Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS STANDALONE STANDALONE YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2014 2013

Income from Operations 1155.26 1426.57

Profit Before Depreciation and Taxes (307.65) 261.65

Less: Depreciation (10.51) (10.09)

Less : Provision for

(a) Income tax (32.86) (80.97)

(b) Deferred tax 0.35 1.79

Income Tax paid of Earlier years 0.41 0.17

Profit / (loss) for the Year (350.26) 172.56

Add: Brought forward from last year 371.95 308.76

Distributable Profits 21.68 481.32

Appropriated as under :

Transfer to Special Reserve - (34.51)

Proposed Equity Dividend - (63.98)

Tax on Distributed Profits - (10.87)

Balance Carried Forward to Balance sheet 21.68 371.95

(Rs. In Lacs)

PARTICULARS CONSOLIDATED CONSOLIDATED YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2014 2013

Income from Operations 1231.55 1538.24

Profit Before Depreciation and Taxes (280.60) 354.35

Less: Depreciation (10.51) (10.09)

Less : Provision for

(a) Income tax (32.86) (81.07)

(b) Deferred tax 0.35 1.80

Income Tax paid of Earlier years 0.41 0.17

Profit / (loss) for the Year (323.22) 265.16

Add: Brought forward from last year 464.56 308.77

Distributable Profits 141.10 573.93

Appropriated as under :

Transfer to Special Reserve - (34.51)

Proposed Equity Dividend - (63.98)

Tax on Distributed Profits - (10.87)

Balance Carried Forward to Balance sheet 141.10 464.56

OPERATIONS :

The Indian Economy has been passing through a stagnant phase for the last two years which has affected industry and Finance companies/ Banks tremendously. The outlook on India in the last couple of years had become bearish with infrastructure projects (which are the backbone of any economy) languishing due to no clear policy of the then Government. Many industries/projects shut down or did not take off from the drawing board. All these factors led to the finance sector including Banks coming under tremendous pressure from collection of loans from Industry.

NPA''s of all major finance companies/Banks have increased to a great extent. There was intention by the entities who have taken loans to repay, but the stagnant economy and drying up of new projects, which led to vast overcapacities across sectors, had forced them to defer payments with consultations with the lenders.

With a new Government having been formed in at the Central level there is a wave of optimism in industrial and financial sectors and with decisions being taken for clearances of projects of over 21000 crores by the Government, there is full hope of high growth for the economy which would result in the financial sector gaining back its robust health.

Your Company is in the policy of giving short term loans which are fully backed by Assets/securities of at least 1.25-1.50 times the value of outstanding loans. Moreover the loans are given based on scrutiny of paying capacity and risk involved. Certain exposures to a group of companies who have good and long relationship in the past have become NPAs. CIL has good relationship with them but due to unforeseen developments in the said groups( due to economic conditions prevalent in the country), the repayment commitments could not be met in time by them on due dates and even subsequently. Though the Company is fully confident of recoveries in these accounts. However as a prudent business practice and as per the rules prescribed by RBI the company has made provisioning in such accounts. This has resulted in net loss during the financial year.

With respect to the loan given to Mr. Pawankumar Sanwarmal, your company has received an amount of Rs. 2,09,87,500/- which was in reconciliation as on the date of Balance Sheet ( Pl refer Auditors report). A provision of 10% has been made on the outstanding balance amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India norms.

However, the said group of accounts are secured by mortgage of properties which are more than sufficient to cover the entire dues from the said group. During the year 2014-15, the management is confident of realising these dues.

With respect to the Capital Advance given to Mr. Amit Dhanuka towards purchase of property, your company has made a provision of 10% instead of 100% as per RBI norms. This is mainly because your company has received near about half of the amount i.e Rs. 2,82,34,788/- out of the total amount during the financial year and made a 10% of the provision on the balance amount i.e on Rs. 3,1 7,98,134/-.

FINANCIAL HIGHLIGHTS:

Consolidated Revenues :

The total consolidated income of the Company for the FY 2013-14 comprises operating revenues of Rs. 1230.40 Lacs and other income of Rs. 1.15 lacs as compared to previous fiscal operating revenues of Rs. 1527.72 lacs and other income of Rs. 10.52 lacs.

Standalone Revenues:

During the fiscal 2014, the gross operational income of the Company stood at Rs. 1155.26 Lacs as compared to previous fiscal of Rs. 1426.57 Lacs.

Consolidated Profits / (Loss):

Loss stood at Rs. (291.11) Lacs before tax and loss after Tax stood at Rs. (323.22) Lacs as compared to previous fiscal Profit before Tax (PBT) stood at Rs. 344.25 Lacs and Profit after Tax (PAT) stood at Rs. 265.15 Lacs.

Standalone Profits / (Loss) :

Loss stood at Rs. (318.16) lacs before tax and loss after tax stood at Rs. (350.26) lacs for the fiscal 2014 as compared to the previous year profit before tax Rs. 251.56 lacs and after tax Rs. 1 72.56 lacs.

Your company already intimated you regarding wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2014, the gross operational income of the subsidiary stood at AED 4.91 lacs and Operating Profit for the fiscal 2014 stood at AED 1.74 lacs as compared to the previous year AED 7.74 lacs and profit AED 6.43 lacs. Further during the year your company has sold the shares of M/s. Luharuka Tradelink Private Limited, an Indian Company and it is no longer subsidiary of your company.

The standalone net worth of your company at the year end stands at Rs. 8689.94 Lacs which translated to a book value of Rs. 2.72/-. The consolidated net worth of your company at the year end stands at Ra. 8823.80 lacs which translated to a book value of Rs. 2.76/- per share of face value of Re. 1/-.

DIVIDEND:

Due to the provisional loss, your directors do not propose any dividend for the accounting year ended 31st March 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Annu Agrawal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

During the year Mr. Anil Kumar S Nevatia has been appointed as an additional director of the company with effect from 8th February 2014. Further Mr. Anand Agarwal, Director of the company was resigned on 8th February 2014.

Mr. Janak G Mehta, Mr. Anil Kumar S Nevatia and Mr. Jugal C Thacker, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto the conclusion of the 25th Annual General Meeting of Company in the 2019, as per provisions of Section 149 and other applicable provisions of the Companies Act 2013. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1)(g) of the Companies Act, 1956.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2013-2014 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

With respect to the loan given to Mr. Pawankumar Sanwarmal, your company has received an amount of Rs. 2,09,87,500/- which was in reconciliation as on the date of Balance Sheet (Pl refer Auditors report). A provision of 10% has been made on the outstanding balance amount i.e on Rs. 42,02,83,250/- according to the Reserve Bank of India norms.

However, the said group of accounts are secured by mortgage of properties which are more than sufficient to cover the entire dues from the said group. During the year 2014-15, the management is confident of realising these dues.

With respect to the Capital Advance given to Mr. Amit Dhanuka towards purchase of property, your company has made a provision of 10% instead of 100% as per RBI norms. This is mainly because your company has received near about half of the amount i.e Rs. 2,82,34,788/- out of the total amount during the financial year and made a 10% of the provision on the balance amount i.e on Rs. 3,1 7,98,134/-.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment.

SUBSIDIARY COMPANIES :

Your company has already intimated you regarding 100% wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates which was incorporated on 25th January 2012 Further during the year your company has sold the shares of M/s. Luharuka Tradelink Private Limited, an Indian Company and it is no longer subsidiary of your company.

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Directors Report, Auditor''s Report, Balance Sheet and profit and Loss Account are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/201 1-CL-III dated 27th January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. A statement pursuant to the provisions of Section 212(1)(e) of the Act appears elsewhere in the Annual Report.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits as on 31st March 2014 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2013-14 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the BSE Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1 956, the Cash flow Statement for the year ended 31.03.2014 is annexed here to.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, BSE Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place : Aamby Valley ANIL AGRAWAL Dated: 02.08.2014 Chairman & Managing Director


Mar 31, 2013

To the Members of the Company,

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31a March 2013. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS STANDALONE STANDALONE CONSOLIDATED YEAR ENDED YEAR ENDED YEAR ENDED 31st MARCH 2013 31st MARCH 2012 31sT MARCH 2013

Income from Operations 1426.57 1610.64 1538.24

Profit Before Depreciation and Taxes 261.65 303.71 354.35

Less: Depreciation (10.09) (11.23) (10.10)

Less : Provision for

(a) Income tax (80.97) (81.00) (81.07)

(b) Deferred tax (3.32) 1.80

Income Tax paid of Earlier years 8.17 0.17

Profit for the Year 172.56 208.16 265.15

Add: Brought forward from last year 308.76 216.60 308.77

Distributable Profits 481.32 424.76 573.92

Appropriated as under:

Transfer to Special Reserve (34.51) (41.63) (34.51)

Proposed Equity Dividend (63.98) (63.98) (63.98)

Tax on Distributed Profits (10.87) (10.38) (10.87)

Balance Carried Forward to Balance sheet 371.95 308.761 464.56

FINANCIAL HIGHLIGHTS:

Consolidated Revenues:

The total consolidated income of the Company for the FY 2012-13 comprises operating revenues of Rs. 1527.72 Lacs and other income of Rs. 10.52 lacs for the current year.

Standalone Revenues:

During the fiscal 2013, the gross operational income of the Company stood at X 1426.57 Lacs as compared to previous fiscal ofRs. 1610.64 Lacs.

Consolidated Profits:

Profit before Tax (PBT) stood at X 344.25 Lacs. Profit after Tax (PAT) stood at Rs. 265.15 Lacs.

Standalone Profits:

Profit after tax for the fiscal 2013 has declined to Rs. 172.56 lacs as compared to the previous year 208.16 lacs

Your company already intimated you regarding wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates. During the fiscal 2013, the gross operational income of the subsidiary stood at AED 773,700 and Operating Profit for the fiscal 2013 stood at AED 643,125.

Further during the year M/s. Luharuka Tradelink Private Limited, an Indian Company became the subsidiary of your company with effectfrom 1a January, 2013.

The net worth of your company at the year end stands at Rs. 9033.76 Lacs which translated to a book value of Rs. 2.82/- per share of face value of Re. 1/-.

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2012-13 on Equity Shares of Re.1/- each at Rs. 0.02 paise per share equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs Ninety Eight thousand Seven Hundred and Sixty two Only)

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mrs. Annu A Agrawal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2012-2013 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITOR''S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement. Members are requested to consider their reappointment.

SUBSIDIARY COMPANIES :

Your company has already intimated you regarding 100% wholly owned subsidiary in the name of Finsolution Services FZE, in United Arab Emirates which was incorporated on 25* January 2012

Further during the year M/s. Luharuka Tradelink Private Limited, an Indian Company became the subsidiary of your company with effect from 19 January 2013.

The details pertaining to financials of Subsidiary Companies have been given elsewhere in this report.

PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956:

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Directors Report, Auditor''s Report, Balance Sheet and profit and Loss Account are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8) of the Act, the Government of India, Ministry of Corporate Affairs, has vide letter No. 47/15/2011 -CL-MI dated 27th January 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. A statement pursuant to the provisions of Section 212(1 )(e) of the Act appears elsewhere in the Annual Report.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March 2013 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 as amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited Consolidated Financial Statements are provided in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2012-13 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed. LISTING

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2013 is annexed here to. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1. SYSTAMATICALLY IMPORTANT COMPANY:

Your company total assets size has crossed 100 crores and as per the RBI norms your company became Systematically Important Company and our company regularly complying the various compliances with RBI accordingly.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, Bombay Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

sd/-

ANIL AGRAWAL

Chairman & Managing Director

Place: Mumbai

Dated:18.07.2013


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED

31st MARCH 2012 31st MARCH 2011

Income from Operations 1610.64 11818.56

Profit Before Depreciation and Taxes 303.71 189.42

Less: Depreciation (11.23) (8.39)

Less : Provision for

(a) Income tax (81.00) (19.00)

(b) Deferred tax (3.32) (0.78)

Income Tax paid of Earlier years - (3.67)

Profit for the Year 208.16 157.58

Add: Brought forward from last year 216.60 165.15

Distributable Profits 424.76 322.73

Appropriated as under :

Transfer to Special Reserve (41.63) (31.52)

Proposed Equity Dividend (63.98) (63.98)

Tax on Distributed Profits (10.38) (10.63)

Balance Carried Forward to Balance sheet 308.76 216.60

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2011-12 on Equity Shares of Rs. 1/- each at Rs. 0.02 per share equivalent to 2% aggregating to Rs. 63,98,762/- (Rupees Sixty three Lacs Ninety Eight thousand Seven Hundred and Sixty two Only)

FINANCIAL HIGHLIGHTS:

During the fiscal 2011-12, Company has grown its spectrum of financial operations and increased its advances portfolio to Rs. 8031.86 Lacs and the interest income of the Company have been stood at Rs. 983.78 Lacs which has grown multifold as compared to preceding fiscal ofRs. 659.41

During the fiscal 2012, the gross operational income of the Company stood at Rs. 1610.64 Lacs as compared to previous fiscal ofRs. 11818.56 Lacs. However profit after tax for the fiscal 2012 stood at Rs. 208.16 lacs as compared to the previous year Rs. 1 57.58 lacs.

Your company has incorporated a 100% wholly owned subsidiary in the name of Fin solution Services FZE, in United Arab Emirates on 25th January 2012.

The net worth of your company at the yearend stands at Rs. 8928.66 Lacs which translated to a book value of Rs. 2.79 per share of face value of Rs. 1.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Jugal C Thacker, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable-accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2011-2012 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.'

COMMENTS ON AUDITOR'S REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (1 )(h) of the Listing Agreement. Members are requested to consider their re-appointment.

Utilization of Proceeds of Rights Issue:

The statement of projected utilization of the Rights Issue proceeds as per Letter of Offer dated 27th May 2010 against actual utilization as on 31st March, 2012 is as follows:

(Rs. in Lacs)

Proceeds of Rights Issue 6398.76

Actual Utili zation of Actual Utili zation of

Objects of the Proposed Utili zation of Rights Issue Rights Issue Proceeds Rights Issue Proceeds Rights Issue Proceeds 2010-11 2011-12

Capital for financing activity:

Margin funding, loan against shares & 3000 1530 782 securities

Loan against properties 1000 440 103.04

Corporate loan, bill discounting, 1000 1231.21 1100

working capital loan

Arbitrage activity 800 800*

Acquisition of Shares of Comfort 330 385

Securities Pvt Ltd

Brand building 160 Nil -

Rights Issue Expenses 108.76 27.51 -

Total 6398.76 4413.72 1985.04

* Signifies the Payment to Broker against bills as well as for Margin requirements.

SUBSIDIARY COMPANY:

Your company has incorporated a 100% wholly owned subsidiary in the name of Fin solution Services FZE, in United Arab Emirates on 25th January 2012

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2011-12 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash flow Statement for the year ended 31.03.2012 is annexed here to.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 21 7(1 He) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve bank of India, Bombay Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD

Sd/-

ANIL AGRAWAL

Place : Mumbai Chairman & Managing Director

Dated: 14.07.2012


Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March, 2011. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 2011 31ST MARCH 2010

Income from Operations 11818.36 4425.88

Profit Before Depreciation and Taxes 196.93 287.51

Less: Depreciation (8.38) (5.42)

Less: Provision for

(a) Income tax (19.00) (71.75)

(b) Deferred tax (0.78) (0.68)

Income Tax paid of Earlier years (3.67) (0.92)

Provisions for Loans & Advances (7.51) (10.53)

Profit for the Year 157.58 198.21

Add: Brought forward from last year 165.15 100.16

Distributable Profits 322.73 298.37

Appropriated as under:

Transfer to Special Reserve (31.52) (39.64)

Proposed Equity Dividend (63.98) (79.98)

Tax on Distributed Profits (10.63) (13.59)

Balance Carried Forward to Balance Sheet 216.60 165.15

DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2010-11 on Equity Share of Re.1/- each at Rs. 0.02 per share equivalent to 2% aggregating to Rs 63,98,762/- (Rupees Sixty Three Lacs Ninety Eight Thousand Seven Hundred and Sixty Two Only)

FINANCIAL HIGHLIGHTS:

During the Fiscal 2010-11, Company has grown its spectrum of financial operations and increased its advances portfolio to Rs. 4236.57 Lacs and the interest income of the Company have been stood at Rs. 659.41 Lacs which has grown multifold as compared to preceding fiscal of Rs. 193.91 Lacs.

The recently launched software division of the Company has posed the export turnover of Rs. 126.36 Lacs. However this fiscal, Company profits have been marginally declined from Rs. 198.21 Lacs in fiscal 2010 to Rs 157.58 Lacs. This was mainly due to provisioning on advances as well as writing off some of its sub -tandard advances and also to mark to market provisions on shares held by Company.

The net worth of your Company at the year end stands at Rs. 8787.48 Lacs which translated to a book value of Rs. 2.75 per share of face value of Re. 1/-.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Janak Mehta, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A brief resume and other details, as stipulated under the Listing Agreement for the above director seeking re-appointment is given as Additional Information on Directors which forms part of the Notice.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2010-2011 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

COMMENTS ON AUDITORS REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength.

STATUTORY AUDITORS:

The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1 )(h) of the Listing Agreement. Members are requested to consider their re-appointment.

RIGHTS ISSUE :

Your Company has already informed you all, about the Rights issue of 15,99,69,040 Equity shares of Re. 1/- each at premium of Rs. 3/- each on a rights basis to the existing equity shareholders of the Company in the ratio of 1 (One) equity share for every 1 (One) equity share held aggregating Rs. 6398.76 Lacs. The process has been completed successfully and the paid up capital of the Company has been increased to Rs. 31,99,38,080/- from Rs.15,99,69,040/-

UTILIZATION OF PROCEEDS OF RIGHTS ISSUE:

The statement of projected utilization of the Rights Issue proceeds as per Letter of Offer dated 27th May, 2010 against actual utilization as on 31st March, 2011 is as follows:

(Rs. in Lacs)

Proceeds of Rights Issue 6398.76

Objects of the Rights Issue Proposed Utilization Actual Utilization of of Rights Issue Rights Issue Proceeds Proceeds Capital for financing activity:-

Margin funding, loan against shares & securities 3000 1530

Loan against properties 1000 440

Corporate loan, bill discounting, working capital loan 1000 1231.21

Arbitrage activity 800 800*

Acquisition of Shares of Comfort Securities Pvt Ltd 330 385

Brand building 160 Nil

Rights Issue Expenses 108.76 27.51

Total 6398.76 4413.72

* Signifies the Payment to Broker against bills as well as for Margin requirements.

The Balance fund has been invested in Fixed Deposits, Shares and Securities and lying in Bank Accounts.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis for the year 2010-11 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchanges, are given in separate sections forming part of the Annual Report.

A Certificate from Statutory Auditors of the Company, M/s. Bansal Bansal & Co., confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 21 7(2A)of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed.

LISTING:

The Equity Shares of the Company are at presently listed with the Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended 31 st March, 2011 is annexed hereto.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors place on record their gratitude for the continued co-operation and guidance extended by the Securities and Exchange Board of India, Reserve Bank of India, Bombay Stock Exchange Limited, Jaipur Stock Exchange Limited and take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your Company by the bankers, customers as well as the investing community and look forward to their continued support.

For and On behalf of the Board Sd/-

ANIL AGRAWAL Chairman & Managing Director

Place : Mumbai Dated : 30.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2010. The financial results of the Company are summarized below:

I.FINANCIAL RESULTS:

PARTICULARS YEAR ENDED YEAR ENDED 31st MARCH 31st MARCH 2010 2009

Income from Operations 4425.88 2606.56

Profit Before Depreciation and Taxes 287.51 107.46

Less : Depreciation (5.42) (5.88)

Less : Provision for (a) Income tax (71.75) (15.00)

(b) Deferred tax (0.68) (0.53)

© Fringe Benefit tax - (0.50)

Income Tax paid of Earlier years (0.92) -

Doubtful Debts (10.53) -

Profit for the Year 198.21 85.55

Add: Brought forward from last year 100.16 87.86

Distributable Profits 298.37 173.41

Appropriated as under:

Transfer to Special Reserve (39.64) (17.11)

Proposed Equity Dividend (79.98) (47.99)

Tax on Distributed Profits (13.59) (8.16)

Balance Carried Forward to Balance sheet 165.15 100.16

2. DIVIDEND:

Your directors are pleased to recommend the dividend for the financial year 2009-10 on Equity Shares of Rs. 1 /- each at 0.05 paise per share equivalent to 5% aggregating to Rs 79,98,452/- (Rupees Seventy Nine Lakhs Ninety Eight thousand Four Hundred and Fifty Two Only)

3. OUTLOOK:

With the availability of the funds, your company has started on the path of exponential growth. Your Company plans to retain its exposure in the capital markets as well as increase its area of activity in the finance and project finance area.

Your Company has decided to diversify into IT business through exports of software, portal development, designing etc your Company has recently received the approval to operate as Software Technologies Park Unit for its office situated at Indore. Recently your company has commenced the operations into information technology services.

With the initiatives being taken by your company, the Board feels confident of increasing turnover and profit substantially in the next financial year.

4. REVIEW OF OPERATIONS:

The gross income from operations has recorded a significant increase in the current year as comparison to the previous year and as a result the profits for this year has doubled as comparison to the previous year. Your directors are taking reasonable steps to increase the more profits in the coming year.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Anand Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have 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 2009- 2010 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

7. COMMENTS ON AUDITORS REPORT:

As regards not making provision for retirement benefits of employees, the same has not been done in view of the small staff strength.

8.AUDITORS:

M/S. BANSAL BANSAL & CO., Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

9. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY:

Your Company has already intimated you regarding the increase in Authorized capital of the Company from Rs. 17 Crores to 40 Crores and accordingly your approval has also taken in the general meeting held on 21" November, 2009 by passing the special resolution and got the approval for the above from Registrar of Companies.

10. SUB DIVISION OF EACH EQUITY SHARE FROM RS. 10/-TO RS. 1/-:

Your company has already intimated you regarding the sub division of face value of each equity share from Rs. 10/- to Rs. 1 /- and accordingly your company has got the permission from the relevant authorities for the sub division and presently your company paid up capital is Rs. 15,99,69,040/- i.e 159969040 Equity Shares ofRs. 1/-each.

11. RIGHTS ISSUE:

Your company has already intimated you regarding the proposed Rights issue of the company and accordingly your company has got the approval for the same from the BSE vide letter no. DCS/PREF/J A/IP- RT/1595/09-10 dated February 10, 2010 and from the Securities Exchange Board of India vide letter no. CFD/DIL/ISSUES/SPA/G/195861/2010 dated 15* March, 2010 and now your company has in the process of opening the issue.

12. REGISTRATION UNDER SOFTWARE TECHNOLOGY PARKS OF INDIA:

Your Company intends to diversify into IT business through exports of software, portal development, designing etc. In view of the same, your Company has made an application on 1st October, 2009 for STPI, Indore for getting registered as STPI unit and your company has received the letter of permission vide letter no. STPI-lndore/S-107/2009-10/2458/10360 Dated December 16,2009

13. CONSTITUTION OF REMUNERATION COMMITTEE:

Your Company has constituted the Remuneration committee according to the Clause - 49 of the Listing Agreement on 3rd September, 2009 with an independent and non executive directors namely Mr. Jugal C Thacker, Mr. Janak Mehta and Mr. Anand Agarwal.

14. TRADE MARK REGISTRATION:

Your Company has made an application for the logo registration to Trade Mark Registry in the year 2007 and your company logo has been registered with Trade Mark Registry vide Trade Mark No.1559010 in respect of Financial Affairs, Monetary Affair

15.ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

Place : Mumbai FOR AND ON BEHALF OF THE BOARD

Dated: 05.06.2010 Sd/-

ANILAGRAWAL Chairman & Managing Director

 
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