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Directors Report of Escorts Finance Ltd.

Mar 31, 2016

The Directors are pleased to present the Twenty Eighth Annual Report, together with the Audited Accounts of the Company for the financial year ended March 31, 2016 and the Auditors'' Report thereon.

Financial Results

Particulars

Financial Year ended March 31, 2016

Financial Year ended March 31, 2015

Gross Income

76.47

43.21

Profit/ (Loss) before write off, provisions & tax

36.42

(8.68)

Tax adjustment for earlier years

-

-

Profit/ (Loss) after Tax

36.42

(8.68)

The Gross Income comprises of amount(s) received on recovery of delinquent assets through settlement/ compromise/ legal action.

Dividend

In order to conserve the resources of the Company, no dividend has been considered for the year.

Fixed Deposits

An amount of Rs. 78.62 Lacs has been paid to the Fixed Deposit holders during the financial year ended March 31, 2016. As on the said date, there is an unclaimed/ unpaid fixed deposit liability of Rs. 1278.78 Lacs.

Management Discussion and Analysis

(i) Industry Structure and Development

Non Banking Finance Companies (NBFC) sector in India is represented by a mix of a few large companies with nationwide presence and a few small and medium sized companies with regional focus, primarily engaged in hire purchase financing, investments, corporate loans, IPO funding, venture capital and other non-fund based activities. The Reserve Bank of India (RBI) regulates and supervises these NBFCs.

The Company has surrendered its Certificate of registration and RBI also through its correspondence dated May

6, 2016 has cancelled Company''s Certificate of Registration No- A-14.01690.

(ii) Opportunities and Threats

The NBFCs are facing stiff competition from Banks and Financial Institutions, due to the ability of Banks & FII''s to raise low cost funds which enables them to provide funds at more favourable rates. More stringent capital adequacy norms have been stipulated by RBI for NBFCs also resulted into their inability to give cheaper finance.

(iii) Segment-wise or Product-wise Performance

The Company has been primarily engaged in the business of hire purchase, leasing, bill discounting and non fund based activities. Since the risk and returns in these businesses are similar, therefore, they are grouped as a single segment. This is in accordance with the guiding principle provided in the Accounting Standard on Segment Reporting (AS- 17) issued by The Institute of Chartered Accountants of India.

(iv) Future Outlook

The Company is presently engaged in recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of venturing into new business areas.

(v) Risks and Concerns

High interest regime in the economy may act as a dampener for the financing business. There is also stiff competition due to entry of large players in the market.

(vi) Internal Control Systems and their adequacy

The Internal Control Systems are in place to serve the existing operations of the Company.

(vii) Financial Performance

The profit for the year after write offs/ provisions etc. and tax amounts to Rs.36.42 Lacs.

(viii) Human Resource and Industrial Relations

The Company is having three employees as on the date of this report. Your Directors relation at all levels with employees were cordial.

Cautionary Statement

Statements in this Management Discussion and Analysis section describing the Company''s objectives, projections, estimates and expectations may be ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations are significant changes in political and economic environment in India, tax laws, RBI regulations, exchange rate fluctuation and related costs.

Directors

In terms of the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pritam Narang, Director retires by rotation at the ensuing Annual General Meeting (AGM) of your Company, and being eligible, offers himself for re-appointment.

Your Directors recommend the re-appointment of Mr. Pritam Narang at the ensuing AGM.

Due to the demise of Mr. Inder Mohan Sakhuja, he ceased as Director of the Company w.e.f January 25, 2016. The Board places on record its appreciation for the valuable guidance and services rendered by him during his tenure with the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the Listing Regulations").

The policy for Appointment and Remuneration of Director''s, Key Managerial Personnel and Other Employees is attached as Annexure - A and forms an integral part of this report.

The Company has devised the criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors. Evaluation was done by the Board for its own performance and that of its Committees and individual Directors.

The brief resume and other details relating to the Director who is proposed to be appointed/ re-appointed, as required to be disclosed under Listing Regulations is given in the Annexure - B.

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

Corporate Governance

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policy conforming to established standards. Pursuant to the Listing Regulations, the Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure - B and forms an integral part of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements in accordance with the Companies Act, 2013 and Accounting Standard (AS) -21 applicable to the Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures issued by The Institute of Chartered Accountants of India have been prepared. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon are annexed with this Report.

Subsidiaries, Joint Ventures and Associate Companies

The statement containing salient features of financial statements of associate companies prepared in accordance with Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, forms an integral part of this Report. The Consolidated Financial Statements presented by the Company include the financial results of its associate company.

The Company will make available the Annual Accounts of its associate company and related information to the members of the Company who may be interested in obtaining the same. The annual accounts of its associate company will also be kept open for inspection at the Registered Office of the Company.

Auditors and Auditors'' Report

Statutory Auditors

M/s. N.M. Raiji & Co., Chartered Accountants, Delhi (Firm Registration No. 108296W), Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. N.M. Raiji & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits as specified under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

Auditors Qualifications/ Observations and Management Comments Thereon

The qualifications/ observations made by the Statutory Auditors in the Auditors'' Report are dealt with separately in the Notes to the Balance Sheet and the Statement of Profit and Loss. Management response to the same is as under:

Note 25: Complete facts have been disclosed in the note which is self-explanatory and do not call for any further comments.

Note 29: Provision for dividend on preference share could not be made in view of substantial accumulated losses from earlier year.

Note 30: The Company had only three employees on its rolls at the end of the financial year. The gratuity liability is being provided on actual basis as per the provisions of Payment of Gratuity Act, 1972. Similarly, leave encashment liability is also provided on actual basis. The management feels that provision on actual basis is more prudent than the actuarial estimate in view of only three employees on roll.

Management responses to the observations made by the Secretarial Auditors in the Secretarial Audit Report are dealt as under:

a) Please refer to note 25 of the Notes to Accounts forming part of Balance Sheet which is self-explanatory and does not call for any further comments.

b) The Company filed all its RBI returns and forms with provisional figures within prescribed time and thereafter, audited numbers were filed with the RBI post audit.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

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

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

(iv) the Directors have prepared the annual accounts for financial year ended March 31, 2016 on a ''going concern'' basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(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.

Particulars of Employees

In terms of provisions of Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the employees in terms of remuneration drawn is available with the Company Secretary. Having regard to the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - C and forms an integral part of this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:-

I. Conservation of Energy

Your Company being engaged in financing business and does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&D Activities : There is no Research and Development activity in the Company.

Benefits derived as a result of above R&D: N.A.

Future Plan of Action: NIL Expenditure on R & D: NIL

III. Technology Absorption, Adaptation and Innovation:

Efforts in brief made towards Technology absorption etc.: NIL Benefits derived as a result of above: N.A.

Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action: N.A.

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

Disclosures

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed as Annexure - B to this report.

Audit Committee

All the recommendations made by the Audit Committee were accepted by the Board.

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure - B to this report.

Extracts of Annual Return

In terms of provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is enclosed as Annexure - D and forms an integral part of this Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year under review, no loan, investment, guarantees and securities has been provided.

Contracts and Arrangements with Related Parties

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties.

The particulars of contracts and arrangement with related parties under section 188(1) in Form AOC-2 are enclosed as Annexure - E.

The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accesses on the Company''s website at the link: www.escortsfinance.com.

Your directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Secretarial Auditors

The Board of Directors of the Company has appointed M/s Jayant Gupta and Associates, Company Secretaries to conduct secretarial audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is enclosed as Annexure - F and forms an integral part of this Report.

The observations and comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further comments under Section 204(3) of the Companies Act, 2013.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Risk Management

A Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

Acknowledgement

Your Directors wish to acknowledge and thank the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors.

The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board of Directors

Sd/- Sd/-

Pritam Narang Rochak Puri

Place: Faridabad Director Director

Dated: August 23, 2016 DIN: 00982418 DIN: 00042536


Mar 31, 2013

The Directors are pleased to present the Twenty Fifth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2013, and the Auditors'' Report thereon.

FINANCIAL RESULTS (Rs.In Lacs)

Financial Year ended Financial Year ended March 31, 2013 March 31, 2012

Gross Income 47.48 45.01

Proft/(Loss) before write off, provisions & tax (57.27) (22.20)

Tax adjustment for earlier years 533.62

Proft/(Loss) after Tax (57.27) (555.82)

The Gross Income is only from amount recovered on recovery on delinquent assets through settlement / compromise / legal action etc.

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

Fixed Deposits

Pursuant to the order of The Hon''ble High Court of Delhi dated 4th March, 2011, an amount of Rs. 354.45 Lacs has been paid to the FD Holders during the fnancial year ended 31st March, 2013. As on said date, the unclaimed/ unpaid fxed deposit liability is Rs. 1,747.43 Lacs.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Inder Mohan Sakhuja, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment.

Ms. Babita Tiwari has resigned from the directorship of the Company with effect from 3rd May, 2013. The Board places on record its appreciation for the valuable services rendered and contribution made by her for the growth of the Company during her tenure as Director.

Ms. Preeti Chauhan was appointed as Additional Director of the Company w.e.f. 3rd May, 2013 pursuant to Section 260 of the Companies Act, 1956, and accordingly she holds offce upto the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the said Act from a member of the Company proposing candidature of Ms. Preeti Chauhan for appointment as Director, whose period of offce shall be liable to determination by retirement of director by rotation, at the forthcoming Annual General Meeting of the Company. The Board recommends the appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certifcate from M/s N.M. Raiji & Co., Chartered Accountants, confrming compliance of conditions of corporate governance enclosed as ''Annexure A''.

AUDITORS

M/s N.M. Raiji & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a written certifcate from them to the effect that their reappointment as statutory auditors for the fnancial year 2013-2014, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The qualifcations/observations made by the Statutory Auditors in the Auditors'' Report are dealt with separately in the Notes to the Proft & Loss Account and the Balance Sheet. Management response to the above are as follows:

Note 26: The action is as per the directions contained in the order of Hon''ble Delhi High Court. The note is self- explanatory and does not call for any further comments.

Note 27: The process of retrieving the investment certifcate(s) is in process. The provision has been made to cover possible loss, if any.

Note 31: Provision on dividend on preference share could not be made due to huge accumulated losses & loss sustained during the year.

Note 32: The Company had only eight employees on rolls at the end of the fnancial year. The gratuity liability for these employees is being provided on actual basis as per the provisions of Payment of Gratuity Act, 1972.

Similarly, leave encashment liability is also provided on actual basis. The management feels that the provision in respect of these liabilities on actual basis is on more prudent basis than the actuarial estimate particularly when the number of employees is only eight.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby confrm:

1. That in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such 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 fnancial year ended 31st March, 2013 and of the proft or loss of the Company for that period;

3. That the Directors have taken proper and suffcient 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;

4. That the Directors have prepared the annual accounts for the fnancial year ended 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

I. Conservation of Energy

Your Company being engaged in fnancing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specifc R&D Activities: There is no Research and Development activity in the Company. Benefts derived as a result of above R&D: N.A. Future Plan of Action: NIL Expenditure on ''R & D'': NIL

III. Technology Absorption, Adaptation and Innovation: Efforts in brief made towards Technology absorption etc.: NIL Benefts derived as a result of above: N.A

Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: N.A

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outfow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers, Depositors and Trustees of the Escorts Beneft Trust.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this diffcult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board

Sd/-

Place: Faridabad Inder Mohan Sakhuja

Dated: 12th August 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the Twenty Fourth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2012, and the Auditors' Report thereon.

FINANCIAL RESULTS

(Rs. In Lacs)

Financial Year Financial Year ended March 31, ended March 31, 2011

Gross Income 45.01 384.51

Profit/(Loss) before write off, provisions & tax (22.20) 120.77

Tax adjustment for earlier years 533.62 -

Profit/(Loss) after Tax (555.82) 120.77

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

FIXED DEPOSITS

In terms of the Order of Delhi High Court dated 4th March, 2011, the Hardship Committee was dissolved and 24,01,050 equity shares of Escorts Limited (EL) held by the Hardship Committee were transferred to Escorts Benefit Trust ("Trust") for discharging the unclaimed fixed deposits. The said court also directed EL that in the event the realized value of the said shares falls short of the unclaimed Fixed Deposit liability then EL shall further place its shares to make good such shortfall to the Trust for discharging the liability in the manner stated above. During the year ended 31.03.2012, the said trust has settled unclaimed deposits of Rs. 11.53 crores. The balance unclaimed fixed deposit liability as on date of this report amounts to Rs. 19.37 crores.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pritam Narang, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re- appointment.

Mr. Hans Raj Sachdeva has resigned from the directorship of the Company with effect from 31st August, 2011. The Board places on record its appreciation for the valuable services rendered and contribution made by him for the growth of the Company during his tenure as Director.

Mr. Rochak Puri was appointed as Additional Director of the Company w.e.f. 31st August, 2011 pursuant to Section 260 of the Companies Act, 1956, and accordingly he holds office upto the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the said Act from a member of the Company proposing candidature of Mr. Rochak Puri for appointment as Director, whose period of office shall be liable to determination by retirement of director by rotation, at the forthcoming Annual General Meeting of the Company. The Board recommends the appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certificate from M/s N.M. Raiji & Co., Chartered Accountants, confirming compliance of conditions of corporate governance enclosed as 'Annexure A'.

AUDITORS

M/s N. M. Raiji & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a written certificate from them to the effect that their reappointment as statutory auditors for the financial year 2012-2013, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The observations made by the Statutory Auditors in the Auditors' Report are dealt with separately in the Notes to the Profit & loss Account and the Balance Sheet. These are self-explanatory and do not call for any further comments.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such 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 ended 31st March, 2012 and of the profit or loss of the Company for that period;

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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

I. Conservation of Energy

Your Company being engaged in financing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&D Activities: There is no Research and Development activity in the Company.

Benefits derived as a result of above R&D: N.A.

Future Plan of Action: NIL

Expenditure on 'R & D': NIL

III. Technology Absorption, Adaptation and Innovation:

- Efforts in brief made towards Technology absorption etc.: NIL

- Benefits derived as a result of above: N.A

- Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action: N.A

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers, Depositors and Trustees of the Escorts Benefit Trust.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board

Sd/- Inder Mohan Sakhuja Chairman

Place: Faridabad Dated: 13th August, 2012


Mar 31, 2011

The Directors are pleased to present the Twenty Third Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March 2011, and the Auditors Report thereon.

FINANCIAL RESULTS

(Rs. In Lacs)

Financial Year ended Financial Year ended March 31, 2011 March 31, 2010

Gross Income 256.51 166.15

Profit/(Loss) before write off, provisions & tax 147.27 2.24

Write offs/Provisions/ Reversals etc. 26.50 (39.85) Provision for taxation

Profit/(Loss) after Tax| 120.77 (37.61)

DIVIDEND

In order to conserve the resources of the company no dividend has been considered for the year.

SCHEME OF ARRANGEMENT AND COMPROMISE

The Scheme of Arrangement and Compromise filed by the Company and Escorts Limited before the Honble High Court of Delhi (the Court) to bail out fixed deposit holders and creditors of the Company, stands disposed-off by the Court vide its Order dated 4th March, 2011. On the interim directions of the Court, a total payment of Rs. 130.25 Crores have already been made under the overall control & supervision of the erstwhile Hardship Committee (constituted by the Court) to the fixed deposit holders towards the maturity value of their fixed deposits in full & final settlement. In terms of the Order dated 4th March, 2011, 24,01,050 shares of Escorts Limited (EL) worth Rs. 31 Crores, as per the then current market price, have already been transferred by the Members of the erstwhile Hardship Committee in favour of trustees of Escorts Benefit Trust (“Trust”) for the purpose of discharging the unclaimed fixed deposits liability amounting to Rs. 33.23 Crores (unclaimed fixed deposits liability as on 31st March, 2011 is Rs. 32.45 crores). The said shares would be sold by the trustees of the Trust in the open market as and when payment claims are received upon furnishing of the discharge certificate by the fixed deposit holders. The said Court also directed EL that in the event the realized value of the said shares falls short of the unclaimed Fixed Deposit liability (as stated hereinbefore) then EL shall further place its shares to make good such shortfall to this Trust for discharging the liability in the manner stated above.

DIRECTORS

In terms of the provisions of the Companies Act, 1956 and of the Articles of Association of the Company, Mr. Hans Raj Sachdeva, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment.

Mr. Janak Sachdeva has resigned from the Directorship of the Company with effect from 10th February, 2011. The Board places on record its appreciation for the valuable services rendered and contribution made by him for the growth of the Company during his tenure as Director.

Mr. Suchita Koley had been appointed as Additional Director with effect from 10th February, 2011 but ceased to be a Director of the Company due to his resignation with effect from 10th March, 2011. The Board places on record its appreciation for the valuable services rendered during his tenure as Director.

Ms. Babita Tewari was appointed as Additional Director of the Company w.e.f. 10th March, 2011 pursuant to Section 260 of the Companies Act, 1956, and accordingly she holds office upto the ensuing Annual General Meeting. The Company has received a notice pursuant to Section 257 of the said Act from a member of the Company proposing candidature of Ms. Babita Tewari for appointment as Director, whose period of office shall be liable to determination by retiement of director by rotation, at the forthcoming Annual General Meeting of the Company. The Board recommends the appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certificate from M/s N.M. Raiji & Co., Chartered Accountants, confirming compliance of conditions of corporate governance enclosed as Annexure A.

AUDITORS

M/s N. M. Raiji & Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a written Certificate from them to the effect that their reappointment as statutory auditors for the financial year 2011-2012, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The observations made by the Statutory Auditors in the Auditors Report are dealt with separately in the Notes to the Profit & loss Account and the Balance Sheet, forming Schedule 14 of the Accounts. These are self-explanatory and do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such 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 ended 31st March, 2011 and of the Profit or loss of the Company for that period;

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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER 217(1)(E) OF THE COMPANIES ACT, 1956

I. Conservation of Energy

Your Company being engaged in financing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&D Activities: There is no Research and Development activity in the Company. Benefits derived as a result of above R&D: N.A. Future Plan of Action: NIL Expenditure on R & D: NIL

III. Technology Absorption, Adaptation and Innovation:

- Efforts in brief made towards Technology absorption etc.: NIL

- Benefits derived as a result of above: N.A

- Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: N.A

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors, and members of the hardship committee.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

For and on behalf of the Board

Sd/- Inder Mohan Sakhuja Chairman

Place: Faridabad Date : 4th May, 2011


Mar 31, 2010

The Directors are pleased to present the Twenty Second Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March 2010, and the Auditors Report thereon.

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Year ended Financial Year ended March 31, 2010 March 31,2009

Gross Income 103.31 421.80

Profit/(Loss) before write off, provisions & tax 2.24 76.18

Write offs/Provisions/ Reversals etc. (39.85) (387.21)

Provision for taxation - (2.36)

Profit/(Loss) after Tax (37.61) (313.39)

DIVIDEND

In view of the losses suffered by the Company, no dividend has been considered for the year.

SCHEME OF ARRANGEMENT AND COMPROMISE

The Scheme of Arrangement and Compromise filed by your company JOINTLY with M/s Escorts Limited before the Honble Delhi High Court to bail out the fixed deposit holders and creditors of your Company is still pending. The Honble High Court, Delhi had constituted a Hardship Committee to settle payments to fixed deposit holders who are facing hardship such as medical, marriage, education and others. On 24th May, 2010 the High Court has directed the Hardship Committee to offer maturity value of fixed deposit amount as stated in the face of fixed deposit receipt in full and final settlement of the fixed deposit liability of the Company towards the FD Holders. Accordingly Hardship Committee had sent Letters to all FD Holders on 7th June, 2010 and also reminder letter on 20th July, 2010. Till date Hardship Committee has already received the request from large number of FD Holders for payment and on that basis payment is being released to the said FD Holders.



DIRECTORS

Mr. Inder Mohan Sakhuja, Director retires by rotation at the ensuing Annual General Meeting of your Company, and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a Report on Corporate Governance along with a certificate from M/s N.M. Raiji & Co., Chartered Accountants, confirming compliance of conditions of corporate governance enclosed as Annexure A.

AUDITORS

M/s N. M. Raiji &Co., Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their re-appointment as statutory auditors for the financial year 2010-2011, if made, would be with in the limits prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS AND COMMENTS THEREON

The observations made by the Statutory Auditors in the Auditors Report are dealt with separately in the Notes to the Profit & loss Account and the Balance Sheet, forming Schedule 15 of the Accounts. These are self-explanatory and do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such 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 ended 31st March, 2010 and of the loss of the Company for that period;

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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remunerartion requiring disclosure pursuant to the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975, hence no such particulars are annexed.

INFORMATION UNDER 217(1)(E) OFTHE COMPANIES ACT , 1956

a. Conservation of energy and technology absorption

Your Company being engaged in financing business does not have any activity relating to conservation of energy and technology absorption.

b. Foreign Exchange Earning and Outflow

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

c. Amount due to small-scale industries

There was no amount due to any small-scale industry.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the co-operation and assistance extended by the Banks, Financial Institutions, Government Agencies, Customers and Depositors.

The Directors also wish to convey their deep appreciation of the contribution made by all employees to the operations of the Company, in particular those who continued with the Company and extended their*full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.



For and on behalf of the Board

SO/

Place: Faridabad Inder Mohan Sakhuja

Date: 11st August, 2010 Chairman

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