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Directors Report of Finkurve Financial Services Ltd.

Mar 31, 2023

The directors take the pleasure in presenting the 39th Annual Report together with Audited Financial Statements of the Company along with Auditor''s Report thereon for the financial year ended 31st March, 2023.

1. FINANCIAL SUMMARY

The summary of the Company’s financial performance, for the financial year (“FY”) 2022-23 and FY 2021-22 is given below:

(As per IND-AS)

(Rs. in Lakhs.)

Particulars

2022-23

2021-22

Total Revenue

5062.78

2269.80

Less: Total Expenses

3103.17

1659.32

Add: Share of Profit/ (Loss) of Associates

-

-

Profit/ (Loss) before taxation

1959.60

2705.70

Less: Tax Expense

527.28

544.82

Profit/ (Loss) After Tax

1432.32

2160.88

Other Comprehensive Income

4.88

(2.05)

Total comprehensive income for the year

1437.20

2158.84

2. BUSINESS OVERVIEW:

Your Company has been classified as a Loan Company in providing long term and short-term loans to other corporate/ firms. Your Company is also in the business of providing educational Loans, loan against gold jewellery and other forms of consumer loans and the Board is in constant search for new business avenues which can be taken with the existing business.

3. BUSINESS PERFORMANCE:

During the year under review, your Company earned a Total Revenue of ? 5062.78 lakhs as against ? 2269.80 lakhs in the previous year. The Profit before Tax was ? 1959.60 lakhs as against ? 2,705.70 lakhs in the previous year. The Net profit of ? 1432.32 lakhs has been carried to the Balance Sheet. Your directors expect a better performance in the coming years.

4. SHARE CAPITAL:

The Authorized Share Capital is ? 13,00,00,000/- and Paid-Up Share Capital is ? 12,68,58,198/- of ? 1/- each. There has been no change in the Authorized and Paid-Up Share Capital of the Company during the year under review.

5. EMPLOYEE STOCK OPTIONS:

The Company has implemented an ESOP scheme called Finkurve ESOP Plan (Finkurve ESOP 2018) in accordance with Secuities Exchange Board of India (Share Based Employees Benefits), 2014 for grant of stock options to its eligible employees of the Company. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Options Scheme of the Company. During the year under review, the Company has not granted any fresh options under Employee Stock Options Plan.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company’s website, https://www.arvog.com/investors.html.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

7. NUMBER OF MEETING OF BOARD:

During the year 15 (Fifteen) Board Meetings were held i.e on 05th April, 2022, 18th April, 2022, 05th May, 2022, 16th May, 2022, 09th May, 2022, 30th May, 2022, 07th June, 2022, 08th August, 2022, 12th August, 2022, 28th September, 2022, 14th November, 2022, 13th December, 2022, 19th January, 2023, 10th February, 2023, 21st March, 2023.

The particulars of attendance of Directors are as under:

Sr.

No.

Name of Director

Number of Board Meetings attended

1

Mr. Ketan Bhawarlal Kothari

15 out of 15

2

Mr. Priyank Rakesh Kothari

15 out of 15

3.

Mr. Narendra Champalal Jain

15 out of 15

4.

Mr. Nishant Tolchand Ranka

15 out of 15

5.

Mrs. Riddhi Kamlesh Tilwani

15 out of 15

6.

*Mr. Dharmesh Trivedi

8 out of 8

*During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 07th June, 2022, further appointed as a Non-Executive, Independent Director of the Company with effect from 05 th September, 2022.

8. DIRECTOR’S RESPONSIBILITY STATEMENT:

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

a) In preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

c) 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

d) The directors had prepared the annual accounts for the Financial Year on a “Going Concern” basis;

e) 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

f) 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.

9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT UNDER SECTION 143(12):

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143 (12) of the Act, the details of which need to be mentioned in this report.

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

11. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure - I” to this report.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this report as “Annexure - II”. The Annual Return of the Company for the financial year 2022-23 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company’s website https://www.arvog.com/investor/.

13. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2022-23 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Annual Report 2022-23. To identify and monitor significant Related Party Transactions, the Company has also framed a policy on the Related Party Transactions and the same is available on the Company''s website i.e., www.arvog.com.

15. DIVIDEND:

With a view to conserve the reserves of the Company, your directors are not recommending any payment on account of dividend.

16. TRANSFER TO RESERVES:

The Board of Directors recommend to transfer 20% of profit to the reserve fund during the year under review as per Section 45IC of The RBI Act, 1934. Further, the balance amount of profit for the year under review has been carried forward to the Statement of Profit and Loss.

17. MATERIAL CHANGES AND COMMITEMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred from the end of the previous financial year till the date of this report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the financial services does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The risk management and minimization procedure adopted and followed by the Company is adequate in relation to the nature and size of the business. The same is reviewed periodically for improvement.

20. CORPORATE GOVERNANCE:

The Company is adhering to good Corporate Governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is annexed to this report as “Annexure III”.

21. AUDITORS:A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current Auditors of the Company, M/s. P. D. Saraf & Co., Chartered Accountants having FRN: 109241W were appointed by the Members at the 36th Annual General Meeting convened on 30th September, 2020, to hold office until the conclusion of the 41st Annual General Meeting to be held in the year 2025.

STATUTORY AUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. INTERNAL AUDIT AND INTERNAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made there under, the current Internal Auditors of the Company, M/s. Aadesh Shah & Associates, Chartered Accountants having FRN: 138515W were appointed by the Board in the Meeting held on 30th May, 2022, for the Financial Year 2022-23.

C. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Mayank Arora, proprietor of M/s. Mayank Arora & Co., Company Secretaries, Mumbai (Membership. No. F10378 and COP No.: 13609) to conduct the Secretarial Audit of the Company for the Financial year ended 31st March, 2023.

SECRETARIAL AUDITORS’ QUALIFICATION:

The qualification in the Secretarial Compliance Report and Secretarial Audit Report for the year ended 31st March, 2022 and the reply of the Board of Directors to such qualifications are as under:

Sr.

No.

Qualification/ Observation in the Secretarial Compliance Report and Secretarial Audit Report

Reply to the qualifications/ observations by the Board

1

The numbers of Directors were less than six from 1st April 2021 till 19th May 2021. The Company was in constant search for the prospective candidate for the position of Independent Director during such period and the Company was able to appoint the Director on 19th May, 2021.

Further, due to the resignation of one of the Independent Director w.e.f. 09th March 2022, the Board of the Company currently comprises of less than six Directors and the Company is in process to fill such intermittent vacancy.

The Board took the note of the same and affirmed that the qualification/ observation raised in the Secretarial Compliance Report shall be taken care of in the future.

2.

Mr. Rakesh Mehta (Independent Director) resigned w.e.f. 09th March 2022, however, the Company made disclosure to the Stock Exchange on 30th March 2022 after accepting the resignation letter in the Board Meeting held on 30th March, 2022.

The report of the Secretarial Auditor for the Financial Year ended 31st March, 2022 is appended as “Annexure - IV”.

22. ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors of the Company formulated the criteria for evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Managing Director of the Board. Based on that, performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. During the year under review, Mr. Dharmesh Lalitkumar Trivedi (DIN: 03619491) was appointed as Additional Non-Executive, Independent Director of the Company with effect from 07th June, 2022 and further appointed as a Non-Executive Independent Director of the Company in the Annual General Meeting of the Company convened on 05th September, 2022.

b. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Priyank Kothari (DIN: 07676104), Director of the Company who retires by rotation and being eligible, offer himself for re-appointment.

Key Managerial Personnel:

During the year under review, Mr. Amit Shroff (PAN: BKGPS8629N) has been appointed as a Chief Executive Officer (‘CEO’) of the Company on 13th December, 2022.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr

No.

Name

Designation

1.

Mr. Narendra Jain

Wholetime Director

2.

Mr. Amit Shroff

Chief Executive Officer

3.

Mr. Aakash Jain

Chief Financial Officer

4.

Mr. Sunny Parekh

Company Secretary & Compliance Officer

24. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

25. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

The Company does not have any subsidiary, associate or joint venture.

26. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the applicability of the Companies (Corporate Social Responsibility) Rules, 2014, the Board at its meeting held on 15th September, 2020 constituted the Corporate Social Responsibility Committee of the Company. In terms of the provisions of the Companies Act, 2013, read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in “Annexure V” of the CSR Rules is annexed to this Report.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place proper systems and procedures to detect and protect the Organizational resources both tangible and intangible. The Company has also put in place the following to ensure the adequacy of internal financial controls.

The Company has appointed Internal Auditors to check the Internal Controls and also check whether the workflow of the Organization is in accordance with the approved policies of

Financial Statements, Internal Auditors present to the Audit Committee, the Internal Audit Report and Management Comments on the Internal Audit observations.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosures Requirements) (LODR) Regulation, 2015 with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section as “Annexure VI”.

31. MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company was required is not required to maintain cost records.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within the Office premises. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee was re- constituted by the Board of Directors through its resolution dated 10th February, 2023 as per the following:

1. Ms. Bharti Solanki - Presiding Officer

2. Ms. Brisa Shah - Member

3. Mr. Aakash Nemichand Jain - Member

4. Ms. Saily Ambavkar - External Member

There was no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

33. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

The Company has initiated proceedings against M/s. Rao Edusolutions Private Limited (CIN: U80301MH2013PTC247740) in the capacity of Financial Creditor before the Hon’ble National Company Law Tribunal (‘NCLT’).

The Hon’ble National Company Law Tribunal (‘NCLT’) has ordered the Commencement of a Corporate Insolvency Resolution Process (‘CIRP’) on July 3, 2023.

34. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

35. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration.

36. LISTING FEES:

The Equity Shares of the Company is listed on BSE Limited. The Listing fees for the Financial Year 2023-24 for BSE Limited has been paid by the Company.

37. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the Listing Regulations of the Stock Exchange and the provisions of Sub

Section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated that every listed Company shall establish a “Vigil Mechanism”.

38. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Risk Management Committee and it has framed and adopted a policy on Risk Management of the Company, to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

39. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company have been laid by the Board and necessary declaration has been obtained from them. The Company has adopted amended ‘Code of Conduct’ (including code of conduct of Independent Directors) and the terms & conditions for appointment of Independent Directors of the Company in the meeting of Board of Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end of this report. The said Code is posted on the website of the Company i.e. www.arvog.com.

40. AUCTIONS HELD DURING THE YEAR:

During the Financial Year under review, the Company had auctions. The details of auctions required to be furnished in the Annual Report of the Company as per Master Direction - NonBanking Financial Company - Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) are stated under:

Date of Auction

Number of loan accounts

Outstanding amounts (in INR)

Value fetched

Whether any of its sister concerns participated in the auction

04-Jul-22

1

14,622

16,700

No

05-Jul-22

2

341,513

350,000

No

02-Aug-22

3

370,208

388,310

No

09-Aug-22

2

165,319

182,700

No

21-Sep-22

1

219,939

225,000

No

13-Dec-22

4

204,268

234,274

No

18-Jan-23

10

2,108,994

2,388,335

No

16-Feb-23

7

302,420

335,962

No

21-Feb-23

1

195,164

216,537

No

24-Feb-23

1

22,345

24,720

No

27-Feb-23

2

44,803

41,454

No

28-Feb-23

1

12,949

14,420

No

01-Mar-23

1

14,323

15,000

No

10-Mar-23

6

675,464

769,721

Yes

14-Mar-23

1

67,126

77,765

No

24-Mar-23

8

178,552

235,912

Yes

51

49,38,010

55,16,809

41. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

42. COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had Seven committees:

The Audit Committee, The Corporate Social Responsibility Committee, The Nomination and Remuneration Committee, The Risk Management Committee, The Stakeholders Relationship Committee, The Internal Compliant Committee and The Asset- Liability Committee (‘ALCO’).

The Board, at its meeting held on 10th February, 2023, constituted Asset- Liability Committee (‘ALCO’).

During the year, all recommendations made by the committees were approved by the Board.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report.

43. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, top 1000 Listed entities in terms of market capitalization are required to furnish a Business Responsibility Report in the Annual Report. The Company is not required to furnish Business Responsibility Report since the Company does not form a part of top 1000 Listed entities in terms of market capitalization for the Financial Year under review.

44. CREDIT RATING:

During the year under review, the Credit Rating agencies have reaffirmed/ assigned the below credit ratings:

Rating Agency

Instrumen t Type

Size of Issues (? Crore)

Rating/Outloo

k

(September 16, 2022)

Rating/Outloo

k

(April 25, 2023)

Rating

Action

Infomerics Valuation and Rating Private Limited

(“INFOMERICS”

)

Long term Bank Facilities-NCD

7.50

IVR BBB-/ Stable (IVR Triple B Minus with Stable Outlook)

IVR

BBB/Stable (IVR Triple B with Stable Outlook)

Revise

d

Infomerics Valuation and Rating Private Limited

(“INFOMERICS”

)

Short term Bank

Facilities -Overdraft

17.00 (Reduced from Rs. 17.50 Crore)

IVR A3 (IVR A Three)

IVR A3 (IVR A Three Plus)

Revise

d

Infomerics Valuation and Rating Private Limited

(“INFOMERICS”

)

Long Term/ Short Term Bank

Facilities -

Proposed

facility

75.50 (Increase d from Rs. 25 Crore)

IVR BBB-/ Stable; IVR A3 (IVR Triple B Minus with Stable Outlook; IVR A Three)

IVR BBB/ Stable; IVR A3 (IVR Triple B with Stable Outlook; IVR A Three Plus)

Revise

d

The above ratings indicate a very strong degree of safety regarding timely servicing of financial obligations.

45. OTHER DISCLOSURES:(i) Compliance:

The Company had uploaded the Financial Results on BSE Listing Center within stipulated timeline as per Companies- SOP. However, it was later observed that the page containing the Consolidated Cash Flow statement in the Financial Statements of the Company uploaded on the BSE Listing Center was erroneously missed. In order to correct the flaw, the Company

chose to upload amended Financial Statement for the quarter and Year ended 31st March, 2022 with the inclusion of the Consolidated Cash Flow Statements. In addition to that, the Company has paid the fine of Rs. 5,900/- in response to the correspondence it received from the BSE Listing Centre.

(ii) Whistle Blower Policy:

In line with the best Corporate Governance practices, the Company has in place a system through which the directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policy is placed on the website of the Company.

(iii) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(iv) Material Subsidiary Policy:

The Company has framed policy for determining “Material Subsidiaries” to ensure that Board of Directors has overall supervision of functioning of subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has been uploaded on the website of the Company i.e. www.arvog.com/reports-policies/.

(v) CEO/ CFO Certification:

The certificate certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs is annexed and forms part of the Annual Report.

46. ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.


Mar 31, 2018

The directors take the pleasure in presenting their Report and Audited Financial Statement of the Company along with Auditor''sReportthereonfortheyearended31stMarch,2018.

(Amount in Rs)

Particulars

2017-18

2016-17

Total Revenue

12,36,29,793

10,40,71,731

Less: Total Expenses

9,72,87,347

9,58,19,709

Profit/(Loss) before tax

2,63,42,446

82,52,022

Less: Provision for Taxation

- Income Tax

76,60,000

15,70,000

- Deferred Tax (Asset)/Liability

(7,02,793)

8,31,539

- Short/Excess Provision for Tax for Earlier Year

(24,451)

3,687

Add: MAT Credit Entitlement

14,61,162

2,08,420

Profit/(Loss) After tax

1,79,48,528

56,38,376

Balance of Profit/(Loss) as per last Balance Sheet

1,52,45,082

96,06,706

Balance of Profit/(Loss) carried to Balance Sheet

3,31,93,610

1,52,45,082

1. BUSINESS OVERVIEW:

Your Company has been classified as a Loan Company is providing long term and short term loans to other corporate/firms. No further opportunity has come to diversify the business of the Company as business of financing is no more lucrative. However your Board is in constant search for new business avenues which can be taken with the existing business.

2. BUSINESS PERFORMANCE:

During the year under review your Company earned total revenue of Rs. 1236.29 lakhs as against Rs. 1040.71 lakhs in the previous year. The profit before Tax was Rs. 263.42 lakhs as against profit of Rs. 82.52 lakhs in the previous year. The Net profit of Rs. 179.48 lakhs has been carried to the Balance Sheet. Your directors expect a better performance in the coming years.

3. SHARE CAPITAL:

The authorized share capital is Rs. 9,70,00,000/- and paidup share capital is Rs. 9,66,00,000/- of Rs. 1/- each. There were no changes in authorized and paid up capital of the company during the year under review.

4. DIVIDEND:

Your directors are not recommending any payment on account of dividend.

5. TRANSFER TO RESERVES:

The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit forthe year under review has been carried forward to the Statement of Profit and Loss.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI Listing Obligations and Disclosures Requirements (LODR) Regulation, 2015 with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (‘‘the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement forfurnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

8. DIRECTORSAND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and being eligible, offer himself for reappointment.

Mr. Anilchandra Bhujade (DIN: 02787387) was appointed as an Additional Director (Non-Executive Professional) on the Board of the Company w.e.f. 15.01.2018 however Mr. Anilchandra Bhujade has tender his resignation on 07.03.2018 due to preoccupation, Mr. Nishant Ranka (DIN: 06609705), was appointed as an Additional Director (Non-Executive Independent Director) on Board of the Company w.e.f 07.03.2018 he shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing Mr. Nishant Ranka appointment as Director. Mr. Nishant Ranka has submitted a declaration that he meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013, and the same have been considered and taken on record by the Board. The Board of Directors recommends his appointment as Independent Director for a term of 5 years.

Mr. Kamlesh Jain and Mr. Punit Goyal they have tender their resignation on 07.03.2018 and 29.05.2018 respectively, The Board placed on records its appreciation forthe valuable services rendered by Mr. Kamlesh Jain and Mr. Punit Goyal.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr.

No.

Name

Designation

1.

Mr. Sunny Parekh

Company Secretary & Compliance officer

2.

Mrs. Bhavi Desai

CFO

Mr. Santosh Dakare have resigned from the post of Chief Financial Officer of the Company w.e.f. 18th December, 2017. The Board placed on records its appreciation for the valuable services rendered by Mr. Santosh Dakare and Mrs. Bhavi Desai, Chartered Accountant is appointed as new Chief Financial Officer of the company in place of Mr. Santosh Dakare.

9. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

(b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) 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

(f) 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.

10. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and directors have been appended as “Annexure -1 ” to this report.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to the Section 92(3) of the Companies Act, 2013 Extract of the Annual Return is annexed to this report as “Annexure-2”.

12. AUDITORS:

A. STATUTORY AUDITORS AND AUDITOR''S REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Auditors of the Company, Ladha Singhal & Associates, Chartered Accountants (having FRN: 120241W) were appointed by the members at the 32nd Annual General Meeting to hold office until the conclusion of the 36lh Annual General Meeting to be held in the year 2020.

STATUTORY AUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

B. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Mr. Mayank Arora proprietor of M/s. Mayank Arora & Co., Company Secretaries, Mumbai (M. No. A33328 and COP No.: 13609) to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2018.

The report of the Secretarial Auditor is appended as “Annexure-3”.

SECRETARIALAUDITORS QUALIFICATION:

There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the financial services does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

14. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions done by the Company during the financial year were at Arm''s Length and in ordinary course of business. All related party transactions were placed in the meetings of the Audit Committee and the Board of Directors for their necessary review and approval. During the financial year, your Company has not entered into any material transaction (as per Regulation 23 of SEBILODR, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. The disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions the Company has also framed a policy on the related party transactions and the same is available on the Company''s website i.e., www.finkurve.com

15. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred in between the end of the previous financial year till the end of this financial year to which the statements relate on the date of this report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

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

18. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21, AS-23 and AS-27 of the Companies (Accounting Standards) Rules, 2006 and pursuant to Regulation 33 of the Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audited Consolidated Financial Statements forms part of this Annual Report.

19. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:

The Company has two subsidiaries out of which one is material non listed Indian Subsidiary Company. There are no associate or joint ventures companies within meaning of Section 2(6) of the act.

Brief Details And Highlights of Performance of The Direct Subsidiaries:

Supama Forex Private Limited:

(In Rs/-)

Particulars

2017-18

2016-17

Gross Income

285,21,50,508

299,04,44,418

Total Expenses

285,11,81,372

298,78,17,579

Profit Before Tax

9,69,136

26,26,839

Less: Tax Expenses

(1,56,505)

(5,46,456)

Net profit After Tax

8,12,631

20,80,383

Aether Leisure Private Limited: (Formerly known as Finkurve Enterprises Private Limited)

(In Rs/-)

Particulars

2017-18

2016-17

Gross lncome/(Loss)

1,42,42,454

17,43,88,895

Total Expenses

1,76,79,286

17,60,13,846

Profit Before Tax

(34,36,832)

(16,24,951)

Less: Tax Expenses

Nil

Nil

Net profit After Tax

(34,36,832)

(16,24,951)

Apart from the above two subsidiaries, M/s. Augmont Gold Private Limited (Formerly known as Finkurve Bullion Private Limited) Ceased to be Associate company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as “Annexure - 4 ” The statement also provides the details of performance and financial position of the Subsidiary Companies.

20. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

21. RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and the Listing Regulations, the Company has constituted a business risk management committee and it has framed and adopted a policy on Risk Management of the Company, to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Company has not developed any corporate social responsibility initiative as the same is not applicable to company.

23. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 the Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of directors, senior management and their remuneration.

24. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the Corporate Governance provisions is not applicable to the Company as the paid-up Share Capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores. Hence, the Report on Corporate Governance is not included in the Annual Report.

However, the Company has complied with all the mandatory requirements of Corporate Governance.

BOARD OF DIRECTORS:

Composition:

The Board of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. The current strength of the Board includes one Women Director. The composition of the Board of the Directors is in conformity with the Listing Regulations. No relationship exists between the directors inter-se. The details of the directors and their directorships/memberships in Committees of other companies as on 31st March, 2018, (excluding Finkurve Financial Services Limited) are as under.

Sr.

No.

Name of Director

Category

No. of Directorships in other Companies

Committee Positions*

Chairman

Member

1.

Mr. Ketan Kothari

Non-Executive,Non-Independent

7

Nil

Nil

2.

Mr. Sachin Kothari

Executive, Non-Independent

1

Nil

Nil

3.

*Mr. Kamlesh Jain

Non-Executive Independent,

5

Nil

Nil

4.

Mrs. Riddhi Tilwani

Non-Executive Independent,

0

Nil

Nil

5.

**Mr. Punit Goyal

Non-Executive Independent,

6

Nil

Nil

6.

#Mr. Anilchandra Bhujade

Non-Executive, Non-Independent

6

Nil

Nil

7.

##Mr. Nishant Ranka

Non-Executive lndependent,

5

Nil

Nil

* Resigned on 07/03/2018

** Resigned on 29/05/2018

# Appointed on 15/01/2018 & Resigned on 29/05/2018

## Appointed on 07/03/2018

Profile of Directors:

The brief profile of the Company''s Board of Directors is as under:

(i) Mr. Ketan Kothari (DIN: 00230725):

Mr. Ketan Kothari is a Chairman & Non-Executive Director of the Company and have done M.A. in Finance & Investments from Nottingham University, UK and joined RiddiSiddhi Bullions Limited (RSBL) in the year 2003. He has been instrumental in the successful technical implementation of the futures trading division as well as RSBL Spot. He has been in the forefront in the launch of India''s first structured product in the commodities market - RSBL Optionally Convertible Debentures (OCDs). Also, to address the growing demand of bullion investments, he introduced an innovative product called ''Bullion-i—which is primarily targeted to HNIs and provides a dual income advantage. Mr. Ketan Kothari is now spearheading new product development and innovation at Finkurve Financial Services Limited.

(ii) Mr. Sachin Kothari (DIN: 03155884):

Mr. Sachin Kothari is an Executive Director of the Company and has done MBA in Strategy and Finance from Cass Business School, London. He is also a qualified Chartered Accountant from Institute of Chartered Accountants of India. He has an experience of over 9 years in the field of Accountancy and Finance. Prior to joining Finkurve, he worked as a Senior Consultant in a Management Consulting Firm. Mr. Sachin Kothari is now actively involved in the day to day functioning and decision making at Finkurve Financial Services Limited.

(iii) Mrs. RiddhiTilwani (DIN: 06910038):

Mrs. Riddhi Tilwani is a Non-Executive Independent Director of the Company and is a qualified Company Secretary from the Institute of Company Secretaries of India. She has an experience of over4 years in Secretarial and Compliance field.

(iv) Mr. Nishant Ranka (DIN: 06609705):

Mr. Nishant Ranka is a Non-Executive Independent Director of the Company and is a qualified Chartered Accountant from Institute of Chartered Accountants of India. He has an experience of over 13 years in the field of Accountancy and Finance.

Board Meetings

During the year 9 (Nine) Board Meetings were held i.e. on 28th April, 2017, 30th May, 2017,14thAugust, 2017,21stAugust, 2017, 13th November, 2017, 18th December, 2017, 15"1 January, 2018, 05th February, 2018 and 07th March, 2018 the particulars of attendance of the directors are as under:

Sr.

No.

Name of Director

No. of Board Meetings attended

Attendance at AGM held on 29/09/2017

1.

Mr. Ketan Kothari

9 of 9

Yes

2.

Mr. Sachin Kothari

9 of 9

Yes

3.

Mr. Nishant Ranka

1 of 1

N.A

4.

Mrs. Riddhi Tilwani

4 of 9

Yes

Induction & Training of Board members:

On appointment, the concerned director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation on the Company''s finance and other important aspects. The Company Secretary briefs the director about their legal and regulatory responsibilities as a director.

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following Non-Executive Directors are appointed as Independent Directors:-

Sr.

No.

Name of Director

Date of Appointment

1.

Mrs.Riddhi Kamlesh Tilwani

01/07/2014

2.

Mr. Nishant Tolchand Ranka

07/03/2018

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 15th February, 2018 to review the performance of Non-Independent Directors, Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the management and the Board and it''s Committees which is necessary to effectively and reasonably perform and discharge their duties.

Familiarisation programme for Independent Directors:

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for him/her wherein he/she is familiarised with the Company, their roles, rights and responsibilities in the Company, the code of conduct to be adhered, nature of the industry in which the Company operates, business model of the Company, meeting with the senior management team members, etc. The details of familiarization programmes imparted to Independent Directors can be viewed at our website www.finkurve.com.

Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a company shall have at least one women director on the board of the company. Your Company has one woman directors Mrs. Riddhi Kamlesh Tilwani on Board w.e.f. 01st July, 2014.

Committees of the Board

As on 31st March, 2017 the Company has Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee. The details of these Committees are set out below.

1. Audit Committee:

Composition:

During the year Audit Committee is reconstituted and comprises with following members as on 31st March, 2018:

Sr.

No.

Name of the Member

Designation

1.

*Mr. Nishant Ranka

Chairman, Independent Director

2.

Mr. Sachin Kothari

Member, Executive Director

3..

Mrs. Riddhi Tilwani

Member, Independent Director

Mr. Nishant Ranka is appointed as Chairman of the committee in place of Mr. Kamlesh Jain w.e.f. 07th March, 2018.

Meetings & Attendance:

During the year under review, the Committee met 4 (Four) times on 30“'' May, 2017,14th August, 2017,13th November, 2017 and 05th February, 2018.

Names of the Committee Members along with their attendance are given below:

Sr.

No.

Name of the Member

Designation

No. of meetings attended

1.

Mr. Kamlesh Jain

Chairman

4 of 4

2.

Mr. Sachin Kothari

Member

4 of 4

3..

Mrs. Riddhi Tilwani

Member

4 of 4

Terms of reference:

The terms of reference of the Audit Committee are as perthe guidelines set out in the Listing Regulations of the stock exchange read with Section 177 of the Companies Act, 2013. These broadly includes (i) develop an annual plan for Committee (ii) review of financial reporting processes (iii) review of risk management, internal control and governance processes (iv) discussions on quarterly half yearly and annual financial statements (v) interaction with statutory and internal auditors (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

(i) Matter included in the Director''s Responsibility Statement

(ii) Changes, if any, in the accounting policies

(iii) Major accounting estimates and significant adjustments in financial statement

(iv) Compliance with listing and other legal requirements concerning financial statements

(v) Disclosures in financial statement including related party transactions

(vi) Qualification in draft audit report

(vii) Scrutiny of inter-corporate loans & investments

(viii) Management''s Discussions and Analysis of Company''s operations

(ix) Valuation of undertakings or assets of the Company, wherever it is necessary

(x) Periodical Internal Audit Reports and the report of Risk Management Committee, if any

(xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies.

(xii) Letters of Statutory Auditors to management on internal control weakness, if any.

(xiii) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

(xiv) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

(xv) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

2. Nomination & Remuneration Committee:

Composition:

During the year Nomination and Remuneration Committee is reconstituted and comprises with following members as on 31s1 March, 2018:

Sr.

No.

Name of the Member

Designation

1.

*Mr. Nishant Ranka

Chairman, Independent Director

2.

Mr. Sachin Kothari

Member, Executive Director

3..

Mrs. Riddhi Tilwani

Member, Independent Director

* Mr. Nishant Ranka is appointed as Chairman of the committee in place of Mr. Kamlesh Jain w.e.f. 07lh March, 2018. Meetings & Attendance:

During the year under review, the Committee met 2 (Two) time on 11th December, 2017 and 26th February, 2018.

Names of the Committee Members along with their attendance are given below:

Sr.

No.

Name of the Member

Designation

No. of Meetings attended

1.

Mr. Ketan Kothari

Chairman

2 of 2

2.

Mr. Kamlesh Jain

Member

2 of 2

3.

Mrs. Riddhi Tilwani

Member

2 of 2

Terms of Reference:

i.) To identify persons who are qualified to become directors and who may be appointed in senior management level in accordance with the criteria laid down in the Nomination & Remuneration policy.

ii.) To recommend to the Board, appointment and removal of the directors and evaluation of every director''s performance as laid down in the Nomination & Remuneration policy

iii.) To formulate the criteria for determining qualifications and positive attributes of the Directors

iv.) To deal with the matters relating to the remuneration payable to Whole Time Directors, Key Managerial Personnel and Senior Management Executives and commission, if any, to be paid to Non-Executive Directors, apart from sitting fees.

v) To review the overall compensation policy, service agreement and other employment conditions of Whole Time Directors, Key Managerial Personnel and Senior Management Executives which include the employees designated as Vice-President and above (normally include the first layer of management below the Board level),

vi.) To deal with other matters as the Board may refer to the Nomination and Remuneration Committee (“the Committee”) from time to time.

Performance evaluation criteria for Independent Director:

The Company has carried out performance evaluation of its Independent Directors individually. The structured evaluation process contained various aspects of the functioning of Independent Directors and their roles, frequency of meetings, level of participation, and independence of judgments, performance of duties and obligations and implementation of good corporate governance practices. The Company expressed its satisfaction on the performance of Independent Directors individually.

3. REMUNERATION OF DIRECTORS:

Criteria of making payments to Non-Executive Directors:

Company does not make any payments to Non-Executive Directors towards their services except from the sitting fees which are cited below;

Details of Remuneration and Sitting fees paid to the Non-Executive Directors during the financial year ended 31“ March, 2018 are given below.

Sr.

No.

Name of the Member

Sitting Fees (Amt. in Rs.)

Annual Remuneration / Commission1 (Amt in Rs.)

No. of Shares held

1.

Mr. Ketan Kothari

Nil

Nil

5,34,51,230

2.

Mr. Kamlesh Jain

Nil

Nil

1,30,000

3.

Mrs. Riddhi Tilwani

40,000

Nil

Nil

The tenure of the Independent Directors is fixed in accordance with the requirements laid down in the Companies Act, 2013 and clarifications/circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.

The Disclosures with respect to the remuneration of the director is given in the Annexure -1 of the Directors Report.

Disclosures regarding appointment/re-appointment of Directors:

The details of the directors who are being appointed/ reappointed are provided in the Notice to the Annual General Meeting.

4. Stakeholder''s Relationship Committee:

Composition:

During the year Stakeholder Relationship Committee is reconstituted and comprises with following members as on 31st March, 2018:

Sr.

No.

Name of the Member

Designation

1.

Mr. Ketan Kothari

Chairman, Non-Executive Director

2.

*Mr. Nishant Ranka

Member, Independent Director

3.

Mrs. Riddhi Tilwani

Member, Independent Director

*Mr. Nishant Ranka is appointed as Member of the committee in place of Mr. Kamlesh Jain w.e.f. 07th March, 2018.

Meetings & Attendance:

During the year under review, the Committee met 4 (Four) times on 30th May, 2017,14th August, 2017,13th November, 2017 and 05th February, 2018.

Name of the Committee Members along with their attendance is given below -

Sr.

No.

Name of the Member

Designation

No. of Meetings attended

1.

Mr. Ketan Kothari

Chairman

4 of 4

2.

Mr. Kamlesh Jain

Member

4 of 4

3.

Mrs. Riddhi Tilwani

Member

4 of 4

Mr. Sunny Parekh, Company Secretary of the Company has been designated as Compliance Officer (E-mail ID: [email protected] ) for complying with the requirements of SEBI (LODR) Regulations, 2015 with the Stock Exchanges.

Terms of Reference

The Committee focuses primarily on monitoring and ensuring that all investor services operate in an efficient manner and that shareholder and investor grievances/complaints including that of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

Details of Investor Complaints

Number of Complaints received from 01/04/2017 to 31/03/2018

Pending as on 01/04/2017

Received

Redressed

Pending as on 31/03/2018

Nil

Nil

Nil

Nil

EVALUATION OF THE BOARD''S PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received a declaration made by the Independent Directors of the Company that they have fulfilled the criteria given under Section 149(6) of the Companies Act, 2013 and other applicable provisions.

25. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited. Further, the Company has paid necessary listing fees to BSE as perthe Listing Agreement.

26. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behavior, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the Listing Regulations of the Stock Exchange and the provisions of Sub Section 9 of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 which stipulated that every listed Company shall establish a “Vigil Mechanism”.

27. CODE OF CONDUCT:

The Code of Conduct for the directors and Senior Management Personnel of the Company has been laid by the Board and necessary declaration has been obtained from them. The Company has adopted amended ''Code of Conduct'' (including code of conduct of Independent Directors) and the terms & conditions for appointment of Independent Directors of the Company in the meeting of Board of Directors held on 12th November, 2014.

A declaration signed by the Executive Director of the Company to this effect is contained at the end of this report. The said Code is posted on the website of the Company.

28. COMPANY''S PHILOSOPHY:

Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing long-term shareholders value while safeguarding the interest of all the stakeholders. It is this conviction that has led the Company to make strong corporate governance values intrinsic in all operations. The Company is led by a distinguished Board, which includes independent directors. The Board provides a strong oversight and strategic counsel. The Company has established systems and procedures to ensure that the Board of the Company is well-informed and well-equipped to fulfill its oversight responsibilities and to provide management the strategic direction it | needs to create long-term shareholders value.

29. Other Disclosures:

(i) Related Party Transactions:

There are no transactions of materially significant nature that have been entered into by the Company with the promoters, directors, their relatives and the management and in any Company in which they are interested, that may have potential conflict with the interest of the Company. The transactions entered into by the Company with related parties in the normal course of business. The members may refer to the Notes to Accounts for details of Related Party Transactions. The Board of Directors of the Company on the recommendation of the Audit Committee has adopted a policy to regulate transactions between the Company and its Related Parties in compliance with the applicable provisions of the Companies Act, 2013 the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy was considered and approved by the Board at its Meeting held on 12*1 November, 2014. The policy has also been uploaded on the website of the Company i.e. www.finkurve.com

(ii) Disclosure of Accounting Treatment:

The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. There are no audit qualifications in the Company''s financial statements forthe year under review.

(iii) Compliance:

The Company has complied with the requisite regulations relating to capital markets. No Penalties/restrictions have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years.

(iv) Whistle Blower Policy:

In line with the best Corporate Governance practices, the Company has in place a system through which the directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policy is placed on the website of the Company.

(v) Disclosure on Sexual Harassment of Women at Workplace:

The Company has no tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment.

(vi) Prevention of InsiderTrading Code:

As per SEBI (Prevention of InsiderTrading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the directors, employees at senior management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(vii) Material Subsidiary policy:

The Company has framed policy for determining “material subsidiaries” to ensure that Board of Directors has overall supervision of functioning of subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has been uploaded on the website of the Company i.e. www.finkurve.com

(viii) CEO/CFO Certification:

The certificate certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company''s affairs is annexed and forms part of the Annual Report.

(ix) Risk Management:

The Company has laid down the procedures to inform the members of the Board about the risk assessment and minimization procedures and the Board has also formulated Risk Management Policy to ensure that the critical risks are controlled by the executive management.

The Management Discussion &Analysis Report forms part of the Annual Report.

30. ACKNOWLEDGEMENT:

You''re Company and its directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company.

For and on behalf of the Board of Directors

Ketan Kothari

Chairman

(DIN: 00230725)

Place: Mumbai

Date: 30th August, 2018


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Total Revenue 30.40 5.53

Less : Total Expenses 67.17 35.07

Profit / (Loss) before tax (36.77) (29.54)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.96) (9.08)

Profit / (Loss) After tax (26.81) (20.45)

Balance of Profit/(Loss) as 56.19 76.65 per last Balance Sheet

Balance of Profit/(Loss) 29.39 56.19 carried to Balance Sheet

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 30.40 Lacs as against Rs. 5.53 Lacs in the previous year. The Loss before tax was Rs. 36.77 Lacs as against Rs. 29.54 Lacs in previous year. The Loss after tax was Rs. 26.81 Lacs as against Rs. 20.45 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Mrs. Riddhi Tilwani (DIN : 06910038) was appointed as Additional Independent Director on the Board of the Company on 01.07.2014, pursuant to the Articles of Association of the Company and Section 161 of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mrs. Riddhi Tilwani (DIN:06910038) and Mr. Kamlesh Jain (DIN:01588994) as Independent Directors form part of the Notice of the Annual General Meeting.

The Company has received notices under Section 160 of the Companies Act, 2013 from Members signifying their intention to propose Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as candidates for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mrs. Riddhi Tilwani and Mr. Kamlesh Jain as required under Section 149 and other applicable provisions of the Companies Act, 2013. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE:

The Company has complied with all the requirements regarding Corporate Governance as required under the revised Clause 49 of the Listing Agreement with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of Corporate Governance form part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2014 and loss of the Company for the year ended on that date;

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

4. The Directors have prepared the accounts for the financial year ended 31st March, 2014 on a "Going Concern" basis. SUBSIDIARY COMPANIES:

RSBL Commodities Private Limited (RCPL) is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RCPL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

Supama Forex Private Limited (SFPL) is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (fEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited and Supama Forex Private Limited is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request and will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, (FRN: 120241W) the Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 139 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made there under during the year ended 31st March, 2014.

LISTING OF SHARES :

The Equity Shares of the Company are listed with BSE Limited and the Company has paid the listing fees for the financial year 2014-2015.

STATUTORY INFORMATION:

a) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are furnished.

b) Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding conservation of energy, research and development and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. However, the Company makes its best possible efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Place: Mumbai Ketan B. Kothari Date: 1st July, 2014 Chairman


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Total Revenue 5.53 11.22

Less : Total Expenses 35.07 37.89

Profit / (Loss) before tax (29.54) (26.67)

Less : Provision for Taxation

- Income Tax Nil Nil

- Deferred Tax(Asset)/ Liability (9.08) (7.63)

Profit / (Loss) After tax (20.46) (19.04)

Balance of Profit/(Loss) as per last Balance Sheet 76.65 95.69

Balance of Profit/(Loss) carried to Balance Sheet 56.19 76.65

OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 5.53 Lacs as against Rs.11.22 Lacs in the previous year. The Loss before tax was Rs. 29.54 Lacs as against Rs. 26.67 Lacs in previous year. The Loss after tax was Rs. 20.46 Lacs as against Rs. 19.04 Lacs in the previous year. Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ketan B. Kothari, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

2. 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 31st March, 2013 and loss of the Company for the year ended on that date;

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

4. The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a "Going Concern" basis.

SUBSIDIARY COMPANIES:

During the year under review, your Company has acquired 100% and 83.20% stakes in RSBL Commodities Private Limited (RSBL) and Supama Forex Private Limited (SFPL) respectively, and by virtue of these acquisition of shares, these companies have become subsidiaries of the Company.

RSBL is engaged in the business of Bullion trading and Arbitrageurs in Agricultural products, metals and other commodities and securities. It is one of the largest delivery participants across major Indian commodity exchanges and is awarded PREMIER TRADING HOUSE status under the EXIM policy of India. RSBL is one of the few nominated agencies for import of bullion in India and also one of the only four Indian companies to be associated with the London Bullion Market Association (LBMA).

SFPL is engaged in foreign exchange business. It is an Authorized Money Changer (AMC) grade license holder issued by the Reserve Bank of India (RBI) under the Foreign Exchange Management (FEMA) Act, 1999 and has been successfully catered to wholesale, retail, travel and commercial foreign exchange requirements of corporates, travel agents and individual private clients.

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly, the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. RSBL Commodities Private Limited (RCPL) and Supama Forex Private Limited (SFPL) is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies are available on the Company''s website www.finkurve.com and shall be made available to the shareholders of the Company and of the subsidiary companies on request. The same will also be kept for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days (except Saturdays) and during the Annual General Meeting of the Company.

AUDITORS:

M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai (FRN: 120241W), the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s. Ladha Singhal & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial accounts of the Company for the year 2013-14.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and forming part of this report.

CORPORATE GOVERNANCE:

The Company does not fall in any of the criteria prescribed under Clause 49 of the Listing Agreement for compliance of Corporate Governance. However, the Company is always committed towards good Corporate Governance for which the Company has constituted following committees:.

1. AUDIT COMMITTEE:

The Company has constituted an Audit Committee comprising of Mr. Mukesh P. Shah, Mr. Kishor G. Sanghani, Mr. Kamlesh B. Jain, Independent Directors and Mr. Sachin G. Kothari, Executive Director of the Company. Mr. Mukesh P. Shah is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The broad terms of Audit Committee includes the review of the Quarterly/Half Yearly/Annual Financial Statements of the Company before submission to the Board of Directors for its approval, the review of the internal control procedures, the accounting policies and practices adopted by the Company from time to time, recommending the appointment/ re-appointment of statutory auditors and fixation of their remuneration.

2. REMUNERATION COMMITTEE:

The Company has constituted a Remuneration Committee comprising of Mr. Kishor G. Sanghani, Mr. Mukesh P. Shah and Mr. Kamlesh B. Jain, Independent Directors of the Company. Mr. Kishor G. Sanghani is Chairman of the Committee.

The broad terms of reference of the Remuneration Committee are to recommend the remuneration payable to Executive Directors of the Company. During the year under review, no meeting of the Remuneration Committee was held.

3. INVESTORS'' GRIEVANCE COMMITTEE:

The Company has constituted an Investors'' Grievance Committee comprising of Mr. Ketan B. Kothari, Mr. Mukesh P Shah and Mr. Kishor G. Sanghani, Directors of the Company. Mr. Ketan B. Kothari is Chairman of the Committee.

During the year under review, the committee duly met 3 (Three) times on 11th August, 2012, 31st October, 2012 and 8th February, 2013.

The Investors'' Grievance Committee reviews the status of investors'' complaints received by the Company on Quarterly basis. The Company has not received any complaints from the Investors'' during the year under review.

Mr. Nikunj Sheth, Compliance Officer acts as secretary to the committees of the Company.

LISTING OF SHARES :

The Equity Shares of the Company are listed at BSE Limited and the Company has paid the listing fees for the financial year 2013-14.

STATUTORY INFORMATION:

1) Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

2) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of Energy, Research and Development and Technology Absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988. However, the Company makes its best efforts for conservation of energy.

There were no Foreign Exchange earnings /outgoings during the year under review.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your Company by bankers, clients, employees as well as the investing community and look forward to their continued support.

For and on Behalf of the Board of Directors

Ketan B. Kothari

Place : Mumbai Chairman

Date: 28th May, 2013


Mar 31, 2010

The Directors have pleasure in presenting their 26th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Amount in Rupees)

Year Ended Year Ended Particulars 31.03.2010 31.03.2009

Total Income 478,087 820,796

Less: Total Expenditure 901,589 1,414,400

Profit/(Loss) before tax (423,502) (593,604)

Less: Provision for Taxation

-Income Tax Nil Nil

-Deferred Tax 132,632 183,320

-Fringe Benefit tax Nil -2,319

Profit/(Loss) After tax (290,870) (412,603)

Excess Provision for Tax of earlier year Nil 1,320

B/f Balance of Profit & Loss Account 10,149,321 10,560,604

Balance carried to Balance Sheet 9,858,450 10,149,321

OPERATIONS:

During the year under review, the interest income from loans granted was Rs. 449,431/- as against Rs. 420,796/- in the previous year. The other income was Rs. 28,656/- during the year. The Loss before tax was Rs. 423,502/- as against loss of Rs. 593,604/-in previous year. The Loss after tax was Rs 290,870/-as against loss of Rs. 412,603/-in the previous year.

With the sign of overall growth in the economy, your Directors expect better performance & recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year the Board of Directors do not recommend any payment of Dividend for the year under review.

TAKEOVER OF THE SHARES OF THE COMPANY:

On 25th March 2010, Mr. Ketan Kothari, Mrs. Mohinidevi Kothari, Mrs. Devkumari Kothari, Mrs. Kalavati Kothari, Mr. Rakesh Kothari and Mr. Ashish Doshi (Acquirer) entered into a Share Purchase Agreement ("SPA") with the existing promoters of the Company to acquire 96,600 fully paid-up Equity Shares of face value Rs.10/- each representing 20.13% of the total equity shares of the Company at a price of Rs. 33/-per share. Since, the acquisition triggered the Regulation 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Acquirer made an open offer to the existing shareholders of the Company to acquire further 1,60,000 equity shares representing 33.33% oft he Equity Share Capital of the Company at a price of Rs.33/- per fully share payable in cash.

Accordingly, the acquirers has acquired total 109000 fully paid-up Equity shares of Rs.10/-of the Company.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended on 31st March 2009.

DIRECTOR:

In accordance with Articles of Association of the Company, Mr. Rajeev Surana, director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and no material departures have been made from the same.

2. 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 31st March, 2010 and Loss of the Company for the year ended on that date.

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

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

AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company resigned from the office of Statutory Auditors during the year. To fill casual vacancy occurred due to resignation of M/s. Rajeev Shah & Co., the members of the Company at the Extra Ordinary General Meeting held on the 7th day of June 2010 appointed M/s. A. D. Jain & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting of the Company and to audit the financial accounts of the Company for the year ended 31st March 2010.

M/s. A. D. Jain & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment and have confirmed their eligibility under sub-section (1B) of Section 224 of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383Aof the Companies Act, 1956, the Company has received Secretarial Compliance Certificate from M/s. Manish Ghia & Associates, Practising Company Secretary, Mumbai and attached to this report.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

LISTING OF SHARES

The Shares of the Company are listed with Bombay Stock Exchange Limited and the Company has paid the listing fees for the financial year2010-2011.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of energy and technology absorption as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules1988.

There were no Foreign Exchange earnings /outgoings during the year under review.

APPRECIATION

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Employees of the Company.

Place : Mumbai By Order of the Board of Directers

Date : 31.08.2010 For Sanjay Leasing Limited

Registered Office:

308-310, Veena Chambers, 21, Dalal Street, Mumbai - 400 001 NARAPATRAJ MEHTA CHAIRMAN


Mar 31, 2003

The Directors have pleasure in presenting their 19th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2003.

(Rs. In Lacs)

FINANCIAL RESULTS: Year Ended Year Ended 31/03/2003 31/03/2002

TOTAL INCOME 16.82 15.87

Profit before Tax 4.44 7.00

Less: Provision for Tax 1.65 2.50

Profit / (Loss) after tax 2.79 4.50

Add: Profit brought forward from Previous year 96.92 92.42

Balance carried to Balance Sheet 99.71 96.92



OPERATIONS :

During the year under review, your Company has earned an Income of Rs. 16.82 Lacs as against of Rs. 15.87 Lacs in the previous year, an increase of 6.05 % than the previous year. The Company earned a net profit of Rs. 2.79 Lacs as compared to Rs. 4.50 Lacs in the previous year, the decline in net profit was mainly due to provision of Rs. 0. 69 Lacs for NPA and loss of Rs. 1.90 due to devaluation of shares held as current assets.

DIVIDEND :

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

PUBLIC DEPOSIT:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

DIRECTOR:

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Bafna will retires by rotation and being eligible offer himself for re-appointment. Your Directors recommend his re- appointment for your approval at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

3. they have 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 for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis. AUDITORS:

M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have further confirmed their eligibility under Sub-Section (1B) of Section 224 of the Companies Act, 1956.

You are requested to appoint the Auditors for the financial year 2003-2004 and to fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

CORPORATE GOVERNANCE

The Company does not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

STATUTORY INFORMATION:

a) Particulars of Employees:

The relations remain cordial through out: the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be

NIL.

b) Particulars u/s. 217(1) (e) of the Companies Act, 1956:

The Company is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be

NIL.

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

APPRECIATION

Your Directors place on record their appreciation for the continued support of shareholders and Bankers of the Company and the business associates of the Company.

For & on behalf of the Board

(NARPATRAJ MEHTA) CHAIRMAN

Place : Mumbai

Date : 25th August, 2003

Registered Office:

306- 309, Veena Chambers, 21 Dalai Street, Mumbai - 400 023.


Mar 31, 2001

The Directors have pleasure in presenting their 18th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2002.

(Rs. In lacs) Financial Results: Year Ended Year Ended 31/03/2002 31/03/2001

Total Income 15.87 11.47

Profit before Tax 7.00 5.80

Less: Provision for Tax 2.50 2.35

Profit after tax 4.50 3.45

Add: Profit brought forward from Previous year 92.42 88.97

Balance carried to Balance Sheet 96.92 92.42 Operations:

During the year under review the Company earned a Income of Rs. 15.87 lacs as compared to Rs. 1 1.47 Lacs earned in previous year, a increase of 4.30% than the previous year. The Company earned a net profit of Rs. 4.50 Lacs as compared to Rs. 3.44 Lacs in the previous year.

Dividend:

In order to conserve the resources for long term requirements, the Board of Directors do not recommend any payment of Dividend for the year under review.

Public Deposit:

Your Company has not accepted any deposit within the meaning of section 58-A of the Companies Act, 1956.

Directors:

As per the provisions of Articles of Association of the Company, Mr. Rajeev H. Surana and Mr. Lalit Sanghavi, Directors retires by rotation and being eligible offer themselves for re-appointment. Your Directors recommend their re- appointment for your approval at the ensuing Annual General Meeting.

Directors Responsibility Statement:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1950. the Directors of your Company confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that arc 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 that period;

3. they have-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 for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis.

Auditors:

The Auditors M/s. Rajeev Shah & Co., Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/s. 224(1B) of the Companies Act. 1956 to the effect that their re-appointment if made, will be within the limit prescribed.

The shareholders are requested to re-appoint the Auditors and to fix their remuneration.

Secretarial Compliance Certificate:

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from M/s. Manish Ghia & Associates, Company Secretaries regarding the Compliance of the provisions of the Companies Act, 1956 attached herewith.

Corporate Governance

The Company doest not fall in any of the criteria prescribed under the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement for constitution of Audit Committee and Compliance of Corporate Governance. Hence, the Compliance of the Constitution of Audit Committee and Compliance of Corporate Governance is not mandatory to the Company. However, the Company is always committed towards good Corporate Governance.

Statutory Information:

Particnlars of Employees:

The relations remain cordial through out the year between employees and management.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules. 1988 is reported to be

NIL.

Particnlars u/s. 217(l)(e) of the Companies Act, 1956:

The Ccmpany is engaged in the business of leasing and hire purchase market, therefore information regarding Conservation of Energy, Technology Absorption, Adoption and innovation are not applicable. Hence, the information required under section 2I7(l)(e.) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, are reported to be NIL.

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

For & on behalf of the Board For SANJAY LEASING LIMITED

( NARPATRAJ MEHTA ) CHAIRMAN

Place : Mumbai Date : 30- August, 2002

Registered Office: 306, Veena Chambers, 21 Dalal Street, Mumbai - 400 023.

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