Directors Report of Crescent Leasing Ltd.

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting the 32^nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2016.

(Rs.in Lac)

FINANCIAL HIGHLIGHTS	Year Ended 31.03.2016	Year Ended 31.03.2015
Income	62.39	101.72
Profit before Tax & extraordinary item	4.99	21.90
Less : Provision for Taxation (including Deferred Tax)	1.52	6.78
Profit after Tax	3.47	15.12
Less : Transfer to Special Reserves	0.69	3.02
Add: Profit brought forward from Previous Year	31.32	19.22
Balance carried forward	34.10	31.32

OVERVIEW OF ECONOMY

India continues to remain a bright spot in the otherwise bleak global economic forecast of the International Monetary Fund (IMF). India will be the fastest growing major economy in 2016-17 growing at 7.5%, ahead of China, at a time when global growth is facing increasing downside risks, as per the World Economic outlook released by the IMF.

India’s growth will continue to be driven by private consumption, which has benefited from lower energy prices and higher real incomes, IMF said, adding that “With the revival of sentiment and pickup in industrial activity, a recovery of private investment is expected to further strengthen growth.”

India expects to grow in a wide range of 7-7.75% in 2016-17 as against a projected 7.6% growth in 2015-16.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue from operations during the year stood at Rs.62.39 lac in comparison to last years’ figure of Rs.101.72 6ac. In term of Net Profit after Tax for the year, the same was of Rs.3.47 lac in comparison to last years’ Net Profit of Rs.15.12 lac.

Your Company is one of the RBI registered NBFC and is in to the business of financing and commission agent.

Your Company is hopeful of doing well in coming years.

DIVIDEND AND RESERVES

Due to inadequate profit and looking to the future challenges to conserve resources, your Directors do not recommend any Dividend for the year under review.

During the year under review, sum of Rs.0.69 lac were transferred to General Reserve (Statutory Reserves).

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs.4.06697 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits/(loss) and cash flows for the year ended 31^st March 2016.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of Listing Regulations. Transactions during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34 of Listing Regulations, the Management Discussion and Analysis is annexed and forms part of the Directors’ Report.

LISTING OF EQUITY SHARES ON BSE

The Equity Shares of the Company have been listed and have been admitted for trading on BSE w.e.f. 13^th May, 2015. The Shares of the Company are now available for Trading on BSE trading platform. The Scrip Code on BSE is 539131.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mrs. Sarita Agarwal, Independent Director has been resigned from the Board w.e.f. 2^nd December 2015 due to her personal reasons.

Further, during the year (effective from 1^st April 2016), the Board has appointed Mr. Raj Kumar Mishra as additional Director of the Company in place of Mr. Mahendrasingh B. Rao, Managing Director of the Company who has resigned from the Board w.e.f. 1^st April 2016.

Apart from the above, there is no change in the composition of Board of Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Mr. Mahendrasingh B Rao	Managing Director	-	1st April 2016
2.	Mr. Raj Kumar Mishra	Additional Director	1st April 2016	-
3.	Ms. Sarita Agarwal	Independent Director	-	2nd Dec 2015
4.	Mr. Jay Narayan Yadav	Company Secretary	-	16th June 2015
5.	Mr. Sarad Ashok Kajaria	Company Secretary	16th June 2015	-

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared 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; and

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.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. www.crescentleasingltd.com

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS Statutory Auditors

The Auditors M/s DBS & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 32^nd Annual General Meeting up to the conclusion of the 36^th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/ s. DBS & Associates; that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Priti Agarwal, Company Secretaries in Practice (C.P. No. 9937) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Since the Company is into the business of financing activities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Regulations, 2015. Pursuant to Regulation 27 of the Listing Regulations, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2016 By order of the Board

For CRESCENT LEASING LIMITED

Registered Office :

102, Punar Nava Building, 1^st Floor Ramesh Kr. Saraswat

13, B. B. Ganguly Street (DIN : 00243428)

Kolkata - 700 012 (W.B.) Director

---

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs. in Lac)

Year Ended Year Ended FINANCIAL HIGHLIGHTS 31.03.2015 31.03.2014

Income 101.72 83.97

Profit before Tax & extraordinary item 21.90 14.63

Less : Provision for Taxation (including Deferred Tax) 6.78 5.43

Profit after Tax 15.12 9.20

Less : Transfer to Special Reserves 3.02 1.84

Add: Profit brought forward from Previous Year 19.22 21.24

Less : Adjustment for Allotment of Bonus Shares - 9.38

Balance carried forward 31.32 19.22

overview of economy

Indian economy has weathered many challenges successfully in recent times and is currently placed on a cyclical upturn, on the back of strong policies and a whiff of new optimism. In the recent past, the economy faced testing times with issues like lower growth, high levels of inflation and widening current account deficit; escalated by an unsupportive external environment. Growth is back, with its desirable concomitants of mild inflation and manageable current account balance with stable rupee and rising foreign exchange reserves, signaling improvements in macro-economic stability. The growth rate of the economy, measured by the growth in GDP at constant (2011-12) market prices, improved from 5.1 per cent in 2012-13 to 6.9 per cent in 2013-14 and is projected to clock 7.4 per cent in 2014-15, according to the Advance Estimates released by the Central Statistics Office. India is one of the very few countries for which IMF and World Bank have raised their growth assessment. The ongoing revival is remarkable against the fact that it happened despite a highly tentative global economic conditions and a below-par domestic agricultural season.

The year 2014-15 has witnessed key policy reforms, aimed at aiding growth revival and surmounting the structural constraints in the economy. The policy action has combined the needs of short term economic management with focus on taming inflation and external sector imbalances with a medium to long-term vision for transformation and development, manifested in significant reforms aimed at rationalizing administered pricing policies in petroleum and natural gas, stirring infrastructure development and de-bottlenecking the economy with initiatives to unshackle land acquisition for development (along with rehabilitation requirements therein) and to ensure adequate availability of key inputs like coal and power. The growth agenda of the Government has been tethered to the revival of manufacturing, unleashed in the “Make in India”, initiative, accompanied by liberalization of foreign direct investment, a large array of investment facilitation measures and steps to improve saving.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue from operations during the year stood at ' 101.72 Lac in comparison to last years’ figure of Rs. 83.97 Lac. In term of Net Profit after Tax for the year, the same has also been increased and was of Rs. 15.12 Lac in comparison to last years’ Net Profit of Rs. 9.20 Lac.

Your Company is one of the RBI registered NBFC and is in to the business of financing and commission agent.

Your Company is hopeful of continuing to do well in coming years and remains as one of healthy and profitable entrepreneur.

DIVIDEND AND RESERVES

Due to inadequate profit and looking to the future challenges to conserve resources, your Directors do not recommend any Dividend for the year under review.

During the year under review, sum of Rs. 3.02 Lac were transferred to General Reserve (Statutory Reserves).

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 4.06697 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity As on March 31, 2015, none of the Directors of the Company hold shares or convertible instruments of the Company except Mr. Binay Bahety, who is holding 20 Shares or 0.00% of Paid-up Capital in his name.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors’ Report.

LISTING OF EQUITY SHARES ON BSE

The Equity Shares of the Company have been listed and have been admitted for trading on BSE w.e.f 13th May, 2015. The Shares of the Company are now available for Trading on BSE trading platform. The Scrip Code on BSE is 539131.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year Mr. Harish Chandra Jha, Non-Executive Director has been resigned from the Board w.e.f. 31st March 2015 due to his personal reasons.

Further, during the year, the Board has appointed Mr. Nirmal Kr. Poddar and Ms. Sarita Agarwal as additional Directors (Independent) of the Company to broad base the Board.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of the Company

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

details of directors / kmp appointed and resigned during the year

Sl. No. Name Designation

1. Mr. Harish Chandra Jha Non Executive Chairman

2. Mr. Nirmal Poddar Independent Director

3. Ms. Sarita Agarwal Independent Director

4. Mr. Jay Narayan Yadav Company Secretary

Sl. Date of Date of No. Name Appointment Resignation

1. Mr. Harish Chandra Jha - 31st March 2015

2. Mr. Nirmal Poddar 1st October 2014 -

3. Ms. Sarita Agarwal 30th March 2015 -

4. Mr. Jay Narayan Yadav 1st October 2014 -

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology and deploy/absorb technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company

AUDITORS

Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 31st Annual General Meeting up to the conclusion of the 35th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bharat D. Sarawgee & Co.; that their appointment, if made, would be in conformity with the limits specified in the said Section.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Khusboo Goenka, Company Secretaries in Practice (C.P No. 8172) to undertake the Secretarial Audit of the Company The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PARTICULARS Under SECTION 134 (3) (m) OF THE Companies ACT, 2013

Since the Company is into the Business of Financing activities, the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company’s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 28, 2015 By order of the Board For CRESCENT LEASING LIMITED

Registered Office :

Unit No. 71, 7th Floor, Circular Road Mahendrasingh B. Rao 8, A. J. C. Bose Road (DIN : 06374608) Kolkata — 700 017 (WB.) Managing Director

---

Mar 31, 2014

DEAR MEMBERS,

The Directors are pleased to present the 30th Annual Report of your Company together with the Statements of Audited Financial Statements Accounts for the year ended March 31,2014.

FINANCIAL RESULT

(Amt in Lac)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Income 83.97 49.07

Profit before Tax & extraordinary item 14.63 2.15

Less : Provision for Taxation (including Deferred Tax) 5.43 0.77

Profit after Tax 9.20 1.38

Less: Transfer to Special Reserves 1.84 0.28

Add: Profit brought forward from Previous Year 21.24 20.14

Less : Adjustment for Allotment of Bonus Shares 9.38 0.00

Balance carried forward 19.22 21.24

FINANCIAL HIGHLIGHTS

During the year Company''s total Revenue from operation including other income is Rs. 83.97 Lacs as compared to Rs. 49.07 Lacs in the previous year and thereby registering a increase of 71.12% as compared to the previous year. The Net profit after tax was Rs. 9.20 Lacs against Rs. 1.38 Lacs in the previous year, registering an increase of 566.67% profit as compared to the previous year.

DIVIDEND

Following the conservative approach to retain the profit, your Directors did not recommended payment of any dividend for the financial year 2013-14.

CLASSIFICATION of the company

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions. 2007 and as per Circular No. DNBS. PD. CC No. 128/ 03.02.059/2008-09 dated 15.09.2008 issued by Reserve Bank of India, your company has been classified as Loan Company. The Company does not hold nor does it accept deposits from the public.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions. 2007 and other NBFC regulations have been made in this Annual Report.

DEPOSITS:

Your Company has not accepted/invited any deposits from the public tor the year under review within the meaning of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 and Section 58A of the Companies Act, 1956 and the rules made thereunder.

During the year Mr. Manoj Kr. Singhania. Independent Director has been resigned from the Board w.e.f. 1st March, 2014 due to his personal reasons.

Further, during the year, the Board has appointed Mr. Mahendra Singh B. Rao as Managing Director and Mr. Ramesh Kr. Saraswat as Independent Director to broad base the Board.

In accordance with the provisions of Articles of Association of the company, Mr. Harish Chandra Jha. Non-Executive Chairman, retiring by rotation, being eligible, offers himself for re-appointment. The Board recommends the re-appointment Mr. Harish Chandra Jha as Non-Executive Chairman of the Company.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (AGM) of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1,2014), any person who has already served as independent director for five years or more in a company as on October 1,2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act. 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March. 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period:

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

CAPITAL STRUCTURE

During the Financial year 2013-14 company has issued 2033485 equity shares as bonus shares in the ratio of 1 (one) Equity shares each for 1 (one) existing equity shares of Rs. 10/- each. Paid up capital of the company after the issue of bonus shares is Rs. 4,06,69,700/-

SKS & Associates. Chartered Accountants (ICAI Firm Registration No.: 0325840E), were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on September 28,2013 to hold office upto the conclusion of this Annual General Meeting and has shown his unwillingness to re-appoint & submitted his resignation as Statutory Auditor of the Company w.e.f from the conclusion of 30th Annual General Meeting.

In view of the same and in compliance with the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act. 2013 and Rules framed thereunder and based on recommendation of the Audit Committee, the Board of Directors at its meeting held on May 5, 2014. recommended the appointment of Bharat D. Sarawgee & Co., Chartered Accountant (ICAI Firm Registration No. : 326264E). as the Statutory Auditors for a term of five years i.e. from financial year 2014-15 to the financial year 2018-19 and to hold office till the conclusion of the Thirty-fifth Annual General Meeting of the Company (subject to ratification by the Members at every Annual General Meeting).

Bharat D. Sarawgee & Co., Chartered Accountant have provided their consent, certificates and declarations as required under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014.

The Company has received a declaration from Bharat D. Sarawgee & Co., Chartered Accountant confirming that there are no pending proceedings or orders relating to professional matters of conduct against them before the ICAI or any competent authority or any Court.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

SUBSIDARY COMPANY

As there are no subsidiaries of the Company. Investment made in Subsidiaries is NIL.

The Equity shares of the company are listed with the Calcutta Stock Exchange Limited and listing fees for the year 2014-15 has been duly paid. Further Company has made application with Bombay Stock Exchange limited for getting its shares Listed on BSE.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

CORPORATE GOVERNANCE COMPLIANCE.

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances tie-ups with an IT solution Company to harness and lap the latest and the best of technology and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956

The C ompany is into the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(I)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

The Company has not earned or used foreign exchange eamings/outgoings during the year under review.

STATUTORY INFORMATION

The Company being basically in to the business of Investment Shares & Securities and into the financing activities, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

ACKNOWLEDGEMENT

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

By order of the Board kolkata, May 29, 2014 For CRESCENT LEASING LTD.

Registered Office :

Unit No. 71, 7th Floor, Circular Road. 8. A. J. C. Bose Road MAHENDRA SINGH B. RAO Kolkata - 700 017 (W.B.) (DIN : 06374608) Managing Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of the Company together with the audited statement of Accounts for the year ended on 31st March 2013 along with Auditors Report thereon.

FINANCIAL RESULTS:

AS ON AS ON 31.03.2013 31.03.2012

Profit for the year 248867.00 132206.00

Less: Provision for Standard Assets 33662.00 17050.00

Less: Provision for Current Tax 77900.00 41680.00

Less: Provision for Deferred Tax (996.00) (826.00)

Less: income Tax for Earlier Year 424.00 7350.00

Profit after Tax 137877.00 66952.00

Add: Balance brought forward from 2014322.00 1960760.00 previous year

Special Reserve 27575.00 13390.00

Balance carried to Balance Sheet 2124624.00 2014322.00

DIVIDEND:

In view of inadequacy of profits your Directors do not recommend any dividend during the year.

DEPOSITS:

During the period under the report the Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES:

There was no employees drawing remuneration in excess of the limits laid down in section 217(2A) of the Companies Act, 1956 as amended, as no employee was received in excess of Rs.5Lacs Per Month (i.e. Rs.60Lacs Per annum) during the year under review

AUDITORS:

M/s SKS & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have conveyed there willingness to accept re-appointment and confirmed their eligibility under section 224(i-b) of the Companies Act 1956.

The Auditors Report to the shareholders does not contained any qualification or adverse remarks Which required any clarification or explanation.

DIRECTORS:

Mr. Manoj Kumar Singhania director retires by rotation and being eligible has offers himself for Re-appointment.

DISCLOSURE AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

The particulars prescribed by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

(Pursuant to Requirement under the section 217(2AA) of the Companies Act, 1956)

The Board of Directors states:

1) That in the preparation of Annual Accounts, the applicable accounting standards had been followed.

2) That your Directors had selected such accounting policies and adopted them consistently and made judgements and estimates that are responsible 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 Profits of the Company for the period.

3) That your Directors had taken proper and sufficient care 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 frauds and other irregularities.

4) That your Directors had prepared the Annual Accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rule 2001, the Company has obtained a certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of such Certificate is annexed to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation received by the Company from bankers, employees and officers of the Company.

For & on behalf of the Board

Regd, Office Circular Court Unit no 71,7th Floor 8,A.J.C. BOSE ROAD KOLKATA -700017 BIRAY BAHETY

CHAIRMAN

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the audited statement of Accounts for the year ended on 31st March 2011 along with Auditors Report thereon.

FINANClAL RESULTS:

AS ON AS ON 31.03.2011 31.03.2010

Profit for the year 200605.79 246495.12

Less: Provision for Standard Assets 85315.00 -

Less: Provision for Current Tax 62301.00 37625.00

Less: Provision for Deferred Tax 4235.00 -

Less: Income Tax for Earlier Year 877.00 638.00

Profit after lax 47877.79 208232.12

Add: Balance brought forward from previous year 1922457.27 1755871.15

Special Reserve 9576.00 41646.00

Balance carried to Balance Sheet 1960759.06 1922457.27

DIVIDEND:

in view of inadequacy of profits your Directors do not recommend any dividend during the year.

DEPOSITS:

During the period under the report the Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES:

There was no employees drawing remuneration in excess of the limits laid down in section 217 (2A) of the Companies Act, 1956 as amended. as no employee was received in excess of Rs.5 Lacs Per Month i.e. Rs.60 Lacs Per annum) during the year under review

AUDITORS:

M/s SKS & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment They have conveyed there willingness to accept re-appointment and confirmed their eligibility under section 224(i-b) of the Companies Act 1956.

The Auditors Report to the shareholders does not contained any qualification or adverse remarks Which required any clarification or explanation,

DIRECTORS:

Mr. Manoj Kumar Singhania, director retires ny rotation and being eliglible has offers himself for Re-appointment.

DISCLOSURE AS PER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

The particulars prescribed by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988 are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

(Pursuant to Requirement under the section 217(2AA) of the Companies Act, 1956)

The Board of Directors states:

1) That in the preparation of Annua) Accounts, the applicable accounting standards had been followed.

2) That your Directors had selected such accounting policies and adopted them consistently and made judgements and estimates that are responsible 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 Profits of the Company for the period.

3) That your Directors had taken proper and sufficient care 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 defecting frauds and other irregularities.

4) That your Directors had prepared the Annual Accounts on a going concern basis.

COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rule 2001, the Company has obtained a certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of such Certificate is annexed to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation received by the Company from bankers, employees and officers of the Company.

Regd, Office: For & on behalf of the Board 16,Hare Street Kolkata - 700 001 CHAIRMAN

Date 1st August, 2011