Directors Report of Dhruva Capital Services Ltd.

Mar 31, 2015

Dear Members,

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

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2015 31-03-2014

Income From Operations 19.43 20.00

Other Income 7.59 2.93

Operational Expenses 15.61 14.31

Profit/Loss before Dep., Tax & Misc. 11.41 8.62 Expenses

Depreciation & Misc. Exp. W/off 4.36 2.83

Provision for Taxation

1. Current Taxes 1.79 0.77

2. Deferred Taxes (0.01) 0.69

Profit / Loss after Tax 5.27 4.32

Balance Carried to Balance Sheet 5.27 4.32

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 5.27 Lacs as compared to Net Profit of Rs. 4.32 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy, tourism, health and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2015, as per provisions of Sections 73 to 76 of the Companies Act, 2013.

5. SECRETARIAL AUDIT REPORT :

Secretarial Audit Report for the FY 2014-15, pursuant to section 204 (1) of the Companies Act, 2013 has been issued by Shri Ramesh Chander Chopra, a company Secretary in practice (FCS No. 4295, CP No. 2545), which is attached with this report & there is no qualification, reservation or adverse remark in it.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities of your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS :

Mr. Kirti Jain and Mrs. Meena Karnawat retire by rotation at this Annual General Meeting & being eligible, offer themselves for reappointment.

10. NOMINATION & REMUNERATION POLICY :

This policy has been formulated in accordance with the provisions of sec. 178 of Companies Act, 2013 and the listing agreement with the Bombay Stock Exchange (BSE Ltd.).

The Major Criteria for recommending a person to become a Director are :

Qualification - He/She must have appropriate qualification and technical knowledge, which would be useful to the Company.

Qualities - Honesty and dedication for work should be possessed by a person, along with a strategic vision. Experience - Work experience in different areas is also a matter of consideration.

Track Record - A clean track record is required for recommendation to the post of director.

Appropriate Remuneration shall be paid to the directors, on above basis.

Evaluation of performance is also made for the directors, the basis of which is mentioned hereunder :

Attendance, punctuality, Advises, Exercising of duties & powers given by board, conduct in compliance with the policies of Company viz. code of conduct & whistleblower policy etc., Ensuring Compliance with applicable laws/statutory obligations by the Company, Acting in good faith & in the best interest of the Company, Independence in judgements, Promoting best interest of shareholders, Resolution of Investor Complaints, Encouragement of talent retention/morality & Commitments/new initiatives, expansion & innovation/recognitions etc. and overall performance of any director are the criterion of evaluation.

11. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 134 (3) (C) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

ii. the Directors had selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

iii. 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.

iv. the Directors had arranged preparation of the accounts for the financial year ended March 31, 2015 on a "going concern" basis.

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

vi. 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.

13. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor's of the Company shall hold office untill the conclusion of ensuing Annual General Meeting. The Auditor's, being eligible, offer themselves for reappointment. Pursuant to Section 139, 142 of the Companies Act,. 2013 read with the Companies (Audit and Auditors) Rules 2014, the said Auditors are eligible to hold office for a term up to next 3 years, subject to approval of shareholders at ensuring Annual General Meeting, the said Auditors shall hold office for a term up to next 3 years.

14. REPORT ON CORPORATE GOVERNANCE :

1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE:

Our Company has always beleaved in the concepts of good Corporate Governance involving transparency, empowerment, accountability and integrity with a view to enhance the Shareholder's value. The Company has professionals on its Board of Directors who are actively involved in the deliberations of the Board on all important policy matters.

2. COMPOSITION OF BOARD OF DIRECTORS :

The Company has a combination of executive and non-executive Directors. The Company has an executive chairman and half of the Board of Directors are independent Directors. The number of non-executive Directors are 50% of total number of Directors.

None of the Directors on the Board is a member of more than 10 committees and chairman of more than 5 committees {as per clause 49 (iv) (B)} across all the Companies in which he is a Director. All the Directors have made requisite disclosures regarding committee positions occupied by them in other Companies. The Company's Board at present have six Directors Comprising one Managing Director, Two Promoter Directors and Three non-executive Independent Directors.

The Board met 4 times during the year on 27-05-2014, 1 1-08-2014, 12-11-2014 & 11-02-2015. The name and category of Directors on the Board, their attendance at Board Meetings held during the year ended on 31st March, 2015, at the last Annual General Meeting & also, number of Directorships and committee positions as held by them in other Public Limited Companies as on 31-03-2015 are given below :

Name Category No. of Board Meetings attended out of 4 meetings held during the year 2014-15

Mr. L.S. Karnawat Promoter Executive 1

Mr. Kailash Karnawat Promoter Executive 4

Mrs. Meena Karnawat Promoter Non-Executive 2

Mr. Lalit Kachhara Independent Non Executive 3

Mr. Kirti Jain Independent Non Executive 3

Mr. Upendra Tater Independent Non Executive 2

Mr. Rajendra Jain Independent Non Executive 1

Name Whether No. of No. of committee attended Directorship positions held in AGM held held in other other Public Limited on Public Companies 30-09-14 Limited Companies Chairman Member

Mr. L.S. Karnawat Yes Nil Nil Nil

Mr. Kailash Karnawat Yes Nil Nil Nil

Mrs. Meena Karnawat Yes Nil N.A. N.A.

Mr. Lalit Kachhara No Nil N.A. N.A.

Mr. Kirti Jain No Nil N.A. N.A.

Mr. Upendra Tater No Nil N.A. N.A.

Mr. Rajendra Jain Yes Nil N.A. N.A.

3. COMMITTEES OF THE BOARD :

AUDIT COMMITTEE :

The Company has an Audit Committee with scope of activities as set out in Clause 49 of the Listing Agreement with Stock Exchange read with Section 177 of the Companies Act, 2013. The broad terms for reference of the Audit committee are as under.

a) To hold periodic discussions with the Statutory Auditor's and Internal Auditor's of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditor's/Internal Auditor's.

b) To review compliance with internal control system.

c) To review the quarterly, half yearly and annual financial results of the Company before submission to the Board.

d) To make recommendation to the Board on any matter relating to the financial management of the Company, including the Audit Report.

The Audit Committee is presently comprised of three Non- Executive Directors viz. Mr. Lalit Kachhara as Chairman of the committee, Mr. Kirti Jain and Mr. Upendra Tater as its members.

The Committee met four times during the year on the following dates viz May 27, 2014, August 11,2014, November 12, 2014 and February 11,2015. Attendance of the members at the meetings is as stated below.

ATTENDANCE OF THE AUDIT COMMITTEE MEETINGS

Name of Director Number of Meetings Attended

Mr. Lalit Kachhara Three

Mr. Rajendra Jain One

Mr. Kirti Jain Three

Mr. Upendra Tater Two

NOMINATION & REMUNERATION COMMITTEE :

The composition of the Nomination & Remuneration Committee and the details of meeting attended by the Directors are given below. Nomination & Remuneration Committee met once on May 27, 2014 during F.Y. 2014-15.

Name of Director

Mrs. Meena Karnawat Promoter Non-executive Director

Mr. Rajendra Jain Independent Non-executive Director

Mr. Upendra Tater Independent Non-executive Director

Mr. Kirti Jain Independent Non-executive Director

Name of Director Number of Meetings during the period

Held Attended

Mrs. Meena Karnawat One One

Mr. Rajendra Jain One One

Mr. Upendra Tater Nil Nil

Mr. Kirti Jain One One

Given below are the details of remuneration paid to directors during the financial year 2014-15.

Name Sitting Fees Salary Perquisites (Rs.) (Rs.) (Rs.)

Mr. L.S. Karnawat Nil Nil Nil

Mr. Kailash Karnawat Nil 5,40,000/- 61,586/-

Mrs. Meena Karnawat Nil Nil Nil

Mr. Lalit Kachhara Nil Nil Nil

Mr. Upendra Tater Nil Nil Nil

Mr. Rajendra Jain Nil Nil Nil

Mr. Kirti Jain Nil Nil Nil



Name Commission paid during the year (Rs.)

Mr. L.S. Karnawat Nil

Mr. Kailash Karnawat Nil

Mrs. Meena Karnawat Nil

Mr. Lalit Kachhara Nil

Mr. Upendra Tater Nil

Mr. Rajendra Jain Nil

Mr. Kirti Jain Nil

The Company pays remuneration to its Managing Director by way of salary and perquisites. Remuneration is paid as approved by the Shareholders. The Board on the recommendation of the Remuneration Committee approves the annual increments. The appointment / re-appointment of Managing Director is contractual and subject to termination by three months notice in writing by either side.

SHARE HOLDER'S / INVESTOR'S GRIEVANCES COMMITTEE :

The Company has an independent Shareholder's Grievances Committee which comprises of :

Name of Director Number of Meetings Attended

Mr. Kirti Jain Chairman Two

Mr. L.S. Karnawat Member One

Mr. Kailash Karnawat Member Two (M.D. & C.O.)

The shareholder's/investor's grievances committee met twice on August 11,2014 and February 11,2015 during the year ended on 31st March, 2015. The committee is prompt in attending to requests received for transfer, split, consolidation as well as issue of duplicate certificates well within the stipulated time. Status of complaints received during the year ended on 31-03-2015 is as under.

Number of complaints received from investors comprising of non-receipt of Annual nil Report, Shares sent for transfer and transmission, complaints received from SEBI etc.

Number of complaints resolved. NIL

Number of complaints pending as on 31-03-2015. NIL

4. General Body Meetings :

Fin. Year Type Date Venue

2011- 2012 AGM 29th Sept, 2012 First Floor, 60-D, Panchwati Udaipur-313 001

2012- 2013 AGM 30th Sept, 2013 First Floor, 60-D, Panchwati Udaipur-313 001

2013- 2014 AGM 30th Sept, 2014 First Floor, 60-D, Panchwati Udaipur-313 001

Fin. Year Time

2011- 2012 11.00 A.M.

2012- 2013 11.00 A.M.

2013- 2014 11.30 A.M.

5. Disclosure on materially significant related party transactions :

(a) During the year, the Company has incurred transactions with related parties. However they were not potentially in conflict with interest of the Company.

(b) No penalties have been imposed on the Company by Stock Exchange, SEBI or any statutory authority in any matter relating to the capital markets during last three years.

6. Means of communication to the shareholders :

Timely disclosure of the performance of the Company is an integral part of good governance. Your Company disseminates information about its performance to Stock Exchange, Media & Shareholders. The Quarterly and Annual Results of the Company are being published in News Papers also, as required under Listing Agreement as well as on Company's Website www.dhruvacapital.com

Ministry of Corporate Affairs has undertaken a 'Green Initiative in Corporate Governance' by allowing paperless compliances by companies through electronic mode, vide its Circular Nos. 17/2011 & 18/ 2011 dated April 21, 2011 and April 29, 2011, respectively.

Your Company proposes to deliver electronically any communication / documents including the Annual Reports and such other necessary communication/documents from time to time to the Members, who have provided their e-mail address to their Depository Participant (DP). Members holding shares in physical from and who are desirous of receiving the communication/documents in electronic form, are requested to please promptly inform their e-mail address to the RTA / Company.

7. General Shareholders information :

a. Next Annual General Meeting :

Date - 30.09.2015, Time-11.30 A.M., Venue- First Floor, 60-D, Panchwati, Udaipur (Raj.)

b. Financial Calendar :

Financial Reporting for the Quarter Mid Aug., 2015 ending 30th June, 2015

Financial Reporting for the Half Year Mid Nov., 2015 ending 30th September, 2015

Financial Reporting for the Quarter Mid Feb., 2016 ending 31st December, 2015

Financial Reporting for the Year End May, 2016 ending 31st March, 2016

c. Book Closure 23-09-2015 to 30-09-2015 (both days inclusive).

d. No dividend is proposed to be paid.

e. Listing on Stock Exchanges :-

Shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE Ltd.), Mumbai.

f. Registrar & Transfer Agent :-

M/s Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai - 400072 , Ph. : 022-28470652, 40430200 Fax : 91 - 22 - 28475207 e-mail : [email protected]

g. Dematerialisation of shares of the Company :-

Connectivity of securities of our Company have been activated by National Securities Depository Limited (NSDL) w.e.f. 01-03-2004 and Central Depository Service Ltd. (CDSL) w.e.f.13-10-2006. The ISIN are as mentioned below:-

NSDL ISIN - INE 972E01014. CDSL ISIN - INE 972E01014.

15. CODE OF CONDUCT :

The Company's Board has laid down a code of conduct for all Board members and senior management of the Company. All Board members have affirmed compliance with the code of conduct. A declaration signed by the Managing Director to this effect is given at the end of this report. Code of conduct & Whistle Blower Policy have been displayed on Company's website www.dhruvacapital.com.

16. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec.197 of the Companies, Act, 2013.

17. AUDITOR'S OBSERVATIONS :

The observations in the Auditor's Report are self explanatory and therefore do not call for any further comments.

18. ACKNOWLEDGEMENTS :

Your Directors' place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, Mr. R.C. CHOPRA, Company Secretary in practice & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/- Place : Udaipur L. S. KARNAWAT KAILASH KARNAWAT Dated : 27th May, 2015 Chairman Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Twentieth Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

For the Year ended

31-03-2014 31-03-2013

Income From Operations 20.00 28.89

Other Income 2.93 2.48

Operational Expenses 14.31 17.70

Profit/Loss before Dep., Tax & Misc. Expenses 8.62 13.67

Depreciation & Misc. Exp. W/off 2.83 0.51

Provision for Taxation

1. Current Taxes 0.77 2.39

2. Deferred Taxes 0.69 (0.01)

Profit/Loss after Tax 4.32 10.78

Balance Carried to Balance Sheet 4.32 10.78

2. PERFORMANCE:

The Net Profit of the Company during the year under review was Rs. 4.32 Lacs as compared to Net Profit of Rs. 10.78 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK:

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND:

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposit from public during the year ended 31st March 2013, as per provisions of Section 58 A of the Companies Act, 1956.

5. COMPLIANCE CERTIFICATE:

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from M/s P. Talesara & Associates, Company Secretary in practice.

6. CONSERVATION OF ENERGY:

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION:

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS:

Mr. Rajendra Jain retires by rotation at this Annual General Meeting & due to some other occupations, not willing for his re-appointment. Board express its grateful thanks and appreciation for his sincere association with the Company during his tenure and wish him a very bright future. It is proposed to appoint Mr. Upendra Tater (Architect) as a director in his place, as set out in the Notice to AGM.

Mr. Lalit Kachhara also retires by rotation at this AGM & being eligible, offers himself for reappointment.

Mr. Kailash Karnawat is completing his tenure as Managing Director on 31.03.2015. To keep the tenure of members of board from AGM to AGM, the term of Shri Kailash Karnawat as MD of the Company (which is going to complete on 31.03.2015) is hereby treated as complete on 30.09.2014. Board has recommended his reappointment as Managing Director for a further period of 5 years w.e.f. 01.10.2014 at the terms as set out in the Notice to AGM.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2014 on a "going concern" basis.

For and on behalf of the Board of Directors

Sd/- Sd/- Place : Udaipur L. S. KARNAWAT KAILASH KARNAWAT Dated : 11th August, 2014 Chairman Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their Nineteenth Annual Report together with Audited Accounts of the Company for the year ended on 31 st March, 2013.

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2013 31-03-2012

Income From Operations 28.89 17.54

Other Income 2.48 0.26

Operational Expenses 17.70 12.73

Profit/Loss before Dep., Tax & Misc. Expenses 13.67 5.07

Depreciation & Misc. Exp. W/off 0.51 1.07 Provision for Taxation

1. Current Taxes 2.39 0.53

2. Deferred Taxes (0.01) (0.13)

Profit / Loss after Tax 10.78 3.60

Balance Carried to Balance Sheet 10.78 3.60

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 10.78 Lacs as compared to Net Profit of Rs. 3.60 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2013, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earnings and outgo during the year under review.

9. DIRECTORS :

Mr. Kirti Jain & Mr. L.S. Karnawat retire by rotation at this AGM and being eligible, offer themselves for reappointment.

10. DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures. ii. the Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2013 on a "going concern" basis.

11. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor''s of the Company shall hold office until the conclusion of ensuing Annual General Meeting. The Auditor''s, being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

12. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

13. AUDITOR''S OBSERVATIONS :

The observations in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

14. ACKNOWLEDGEMENTS :

Your Director''s place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Udaipur L. S. KARNAWAT KAILAS KARNAWAT

Dated: 12th August, 2013 Chairman Managing Director

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Mar 31, 2012

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

1. FINANCIAL RESULTS : (Rs. in Lacs)

For the Year ended 31-03-2012 31-03-2011

Income From Operations 17.54 22.37

Other Income 0.26 0.00

Operational Expenses 12.73 12.59

Profit/Loss before Dep., Tax & Misc. Expenses 5.07 9.78

Depreciation & Misc. Exp. W/off 1.07 1.10 Provision for Taxation

1. Current Taxes 0.53 1.45

2. Deferred Taxes (0.13) (0.11)

Profit / Loss after Tax 3.60 7.34

Balance Carried to Balance Sheet 3.60 7.34

2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 3.60 Lacs as compared to Net Profit of Rs. 7.34 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Interest was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company is intensifying its focus on new business avenues like real estate, energy and power sector.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2012, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS :

Mr. Ajesh Sethi retires by rotation at this Annual General Meeting & due to some other occupations not willing for his re-appointment. Board express its grateful thanks and appreciation for his sincere association with the Company during his tenure and wish him a very bright future. It is proposed to appoint Mr. Rajendra Jain (C.A.) as a director in his place. Mrs. Meena Karnawat also retires by rotation at this AGM and being eligible, offers herself for reappointment.

10. DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explantions relating to material departures.

11. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2012 on a "going concern" basis.

12. AUDITORS :

M/s B.L. Pagaria & Co., Chartered Accountants, Auditor's of the Company shall hold office until the conclusion of ensuing Annual General Meeting. The Auditor's, being eligible, offer themselves for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

14. EMPLOYEES :

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

15. AUDITOR'S OBSERVATIONS :

The observations in the Auditor's Report are self explanatory and therefore do not call for any further comments.

16. ACKNOWLEDGEMENTS :

Your Director's place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & IndusInd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.



For B. L. PAGARIA & CO.

CHARTERED ACCOUNTANTS (FRN : 01821C)

Sd/-

Place : UDAIPUR (B. L. PAGARIA)

Dated : 25th May, 2012 PARTNER

(M No : 071017)

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Mar 31, 2010

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

1. FINANCIAL RESULTS :

(Rs. in Lacs)

For the Year ended 31-03-2010 31-03-2009

Income From Operations 12.76 22.53

Other Income 47.01 5.52

Operational Expenses 8.95 9.01

Profit/Loss before Dep., Tax & Misc. Expenses 50.82 19.04

Depreciation & Misc. Exp. W/off 1.08 1.04 Provision for Taxation

1. Current Taxes 7.50 4.40

2. Deferred Taxes (0.07) (0.03)

3. Fringe Benefit Tax 0.00 0.04 Excess Prov. of Earlier Year Tax W/Back (I.T.+F.B.T.) 0.04 (0.11)

Profit / Loss after Tax 42.27 13.70 Balance Carried to Balance Sheet 2.27 13.70





2. PERFORMANCE :

The Net Profit of the Company during the year under review was Rs. 42.27 Lacs as compared to Net Profit of Rs. 13.70 Lacs in the previous year.

REVIEW OF OPERATIONS & FUTURE OUTLOOK :

Sale of Investment was the major source of earning during this year. The initiatives taken by the Company to improve its operations in the coming financial years are good. Your Company expects to increase turnover through intensifying its focus on new business avenues. Company has further invested money (realised through sale of investment) in real estate sector, which is another step towards diversification. Company has sold its investment of 71000 shares in Pathik Hotel & Motel Ltd., Udaipur to M/s Pathik Hotel & Motel Ltd. itself under its buyback offer @ Rs.160/- per share (par value Rs. 100/-) during March 2010. Company has also sold its investment of 150000 shares in Vardhman Fincon Pvt. Ltd. @ Rs. 10/- to M/s Pathik Hotel & Motel Ltd., Udaipur (par value Rs. 10/-) during March, 2010.

3. DIVIDEND :

Since your Company has not made enough profit during the year under review, your directors have not recommended any dividend.

4. PUBLIC DEPOSITS :

The Company has not accepted any deposit from public during the year ended 31st March 2009, as per provisions of Section 58 A of the Companies Act, 1956.

5. APPOINTMENT OF CSP :

Compliance Certificate U/s 383 (A) of the Companies Act, 1956 has been obtained from a Company Secretary in practice due to non-availability of qualified candidature.

6. CONSERVATION OF ENERGY :

Not applicable since your Company being a Financial Services Company.

7. TECHNOLOGY ABSORPTION :

No comment is necessary considering the nature of activities undertaken by your Company during the year under review.

8. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company does not have any foreign exchange earning and outgo during the year under review.

9. DIRECTORS:

Mr. Ajesh Sethi & Mr. Kirti Jain retire by rotation at this Annual General Meeting & being eligible, offer themselves for re-appointment.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explantions relating to material departures.

ii. the Directors have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review.

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

iv. the Directors have arranged preparation of the accounts for the financial year ended March 31, 2010 on a "going concern" basis.

14. EMPLOYEES:

There is no employee earning salary over and above as specified under Sec. 217(2A) of the Companies Amendment Act, 1988 read with the Companies (particulars of employees) Rules 1990.

15. AUDITORS OBSERVATION:

The observations in the Auditors Report are self explanatory and therefore do not call for any further comments.

16. ACKNOWLEDGEMENTS:

Your Directors place on record their grateful thanks and appreciation for the assistance received from the Auditors M/s B.L. Pagaria & Co., Chartered Accountants, HDFC Bank Ltd. & Induslnd Bank Ltd. Your Directors express their gratitude to the shareholders for the confidence reposed in the Company. Your Directors place on record their appreciation and thanks for the sincere efforts and active involvement by the employees of the Company during the year.



For and on behalf of the Board of Directors Sd/- Sd/- Place : Udaipur Dated : 4th August, 2010 L. S. KARNAWAT Chairman KAILASH KARNAWAT Managing Director