Directors Report of Five X Tradecom Ltd.

Mar 31, 2014

Dear Members,

The Directors present their 5th Annual Report with Audited Report with audited statement of Accounts for the year ended on 31st March, 2014

Financial Results:

Summary of the Company''s financial performance for F.Y. 2013-2014 as compared to the previous financial year is given below:

(Amt in Lacs)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Income 578.61 1399.19

Profit before Dep. & Int. (15.55) 7.88

Depreciation 0.70 0.70

Interest 0.14 0.02

Profit after Depreciation & Interest (16.39) 7.17

Provision for Taxation - 1.64

Provision for Tax (deferred) (31.33) 0.60

Profit after Tax (47.73) 4.94

Net profit/ (Loss) (47.73) 4.94

Amount Available for Appropriation 4.94

Balance carried to Balance Sheet (47.73) 4.94

Financial Highlights

During the year Company''s total sales including other income is Rs 578.61 Lacs as compared to Rs. 1399.19 Lacs in the previous year and thereby registering a decrease of 58.65% as compared to the previous year. The Net Loss after tax was Rs. (47.73) Lacs against the profit of Rs. 4.94 Lacs in the previous year, registering a decrease of 1066.19% as compared to the previous year.

Considering the expectations of country''s gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your Directors expect better performance of the Company in the coming years.

Dividend

Your Directors are not declaring any dividend during the year under consideration.

Board of Directors

During the year under review, your Board inducted Mrs. Madhu Rajkumar Goel as an Additional Director of the Company in the category of Independent Director. In terms of Section 161 of the Companies Act 2013 (corresponding Section 260 of the Companies Act 1956) Mrs. Madhu Rajkumar Goel will hold office up to the date of the ensuing Annual General meeting. The Company has received notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Madhu Rajkumar Goel as an Independent Director. Your Board has recommended appointment of Mrs. Madhu Rajkumar Goel as Independent Director not liable to retire by rotation for a period of 5 consecutive years up to 6th March, 2019.

As per the provisions of the Companies Act, 2013 Mrs. Tanu Agarwal, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Board has recommended his re- appointment. In compliance of Section 203 (1) of the Companies Act, 2013 Mrs. Tanu Giriraj Kishor Agarwal, Promoter & Director of the Company elevated to the position of Chief Financial Officer of the Company (CFO) under KMP category w.e.f 21.07.2014.

During the year under review Mr. Girraj Kishor Agarwal and Mr. Praveen Vidyashankar Vasishth has resigned from the Board with effect from 24/01/2014 and 07/03/2014, respectively due to their pre- occupation. Board appreciates the valuable contribution to the Company during the tenor of their directorship.

Declaration of Independence by Directors

The Independent Non-executive Directors of the Company, viz. Mr. Tushar Ramchandra Rane, Mr. Zubin Pardiwala and Mrs. Madhu Rajkumar Goel have affirmed that they continue to meet all the requirements specified under Clause 49(I) (A) (iii) of the listing agreement in respect of their position as an "Independent Director" of Five X Finance & Investment Limited.

Auditors''

M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, have been the Auditors of the Company since 28th August, 2012 and have completed a term of two years. As per the provisions of section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, M/s. Pravin Chandak & Associates, being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 28th August, 2014, proposed the appointment of M/s. Pravin Chandak & Associates, as the Statutory Auditors of the Company for a consecutive period of five years to hold office from the conclusion of this AGM till the conclusion of the 10th AGM of the Company to be held in the year 2019 (subject to ratification of their appointment at every AGM).

Auditors'' Report

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013

Deposits

Your Company has not accepted any Deposits and as such no amount on account of principal or interest on Public Deposits within the meaning of Section 73 of The Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975, was outstanding as on the date of the Balance Sheet.

Application to RBI

With reference to remarks made by the Auditor in its report we would like to inform to the members that since your Company is engaged in the business of Share Trading, Investment and granting of Loan & Advances, which was classified as a NBFC Activities by RBI and such Companies need to get registered with RBI and to hold valid COR to carry on such activities. With the view to comply with the provision of RBI Act, 1934, your Company has made an application to RBI to obtain Certificate of Registration in the month of March, 2014. Now the application is under consideration with RBI.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

* In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date.

* Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Shifting of Registered Office

During the year Company has shifted its registered office within the local limit of same city from E/109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai - 400053 to 305, Krishna - A, Vishal Nagar, Marve Road, Malad (West), Mumbai - 400064, to enable the company''s staff to work more efficiently and comfortably by providing them with sufficient working place and condition.

Postal Ballot

During the year company has not carried out Postal Ballot u/s 192A of the Companies Act, 1956.

Delisting of Shares

During the year your Company had called Extra- Ordinary General meeting of the Company on 16th December, 2014 and consequently on 23rd December, 2014 due to lake of quorum for seeking approval of members for delisting of its Equity Shares of the Company from Pune Stock Exchange & Ahmadabad Stock Exchange. The Members present had approved the resolution unanimously through poll.

Listing of Shares

Your Director Feel happy to inform you that your company got listing on Bombay Stock Exchange during the year. the Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2014 - 2015.

Directors Response to Remarks in Auditor''s Report

"The Company did not have an internal audit system during the year" In the opinion of the Management, there are adequate internal control system and procedures commensurate with the size of the Company and nature of its business. The Company is in the process of appointing Internal Auditors.

Statutory Disclosures

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are set out in the annexure to the Directors'' Report. As per the provisions of Section 219(1)(b)(iv) of the said Act, this report is being sent to all the members excluding the particulars of the employees.

Directors'' Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

A Cash Flow Statement for F.Y 2013-2014 is attached to the Balance Sheet.

Conservation of Energy and Technology Absorption

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

Foreign Exchange

There is no inflow and outflow of Foreign Exchange.

Particulars of Employee

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

Corporate Governance Compliance

As required under the listing agreement with the stock exchange, corporate governance and management discussion and analysis report form part of this Annual Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

Green Initiative in Corporate Governance

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ''Green initiative in corporate Governance'' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Companies Act, 2013

The Companies Act, 2013 was notified in the Official gazette of the Government of India on August, 29, 2013. On September 12, 2013 Ministry of Corporate Affairs (MCA) notified 98 sections and on March 27, 2014 the MCA notified another 198 sections which were deemed to come into force on 1st April, 2014.

The MCA wide circular No. 08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached, thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared the balance sheet, profit & Loss a/c, the schedules and notes thereto and the Director''s report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has to take cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013 as applicable

Acknowledgment

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- Place: Mumbai Saloni Agrawal Tanu Agarwal Date: 28/08/2014 (Managing Director) (Director)