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Directors Report of Glance Finance Ltd.

Mar 31, 2015

Dear Members

The Directors have great pleasure to present their Twenty First Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2015.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs)

PARTICULARS 2014-2015 2013-2014

Gross Income 2004.20 1278.15

Profit before Depreciation & Tax (PBDT) 233.74 174.68

Less : Depreciation 11.61 7.60

Profit before Taxation 222.13 167.08

Less : Provision for Tax 70.45 47.60

Add/Less : Deferred Tax 6.85 (5.60)

Add : Earlier years adjustments - -

Net Profit 151.68 119.48

OPERATIONS

During the year the gross income of the Company was Rs. 20.04 Crores as compared to Rs. 12.78 Crores in the previous year.

DIVIDEND

Your Directors have recommended dividend of Re. 0.75 per equity share (7.5%) amounting to Rs. 22.54 Lacs for the Financial Year 31st March 2015 (exclusive of tax of Rs. 4.59 Lacs)

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs.3,00,59,000. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

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 have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

DIRECTORS:

Shri Narendra Arora (DIN :03586182), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Ms Mamta Thakkar (DIN:01267537) was appointed as an Additional Whole Time Director w.e.f 12th March 2015 in the Board Meeting held on 12th March 2015. She holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing her appointment as the Whole Time Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the sub-section (7) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges

DIRECTORS RESPONSIBILITY STATEMENT:

As As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii) That such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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, 2015 and of the Profit & Loss of the Company for the year ended on that date;

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

iv) That the annual accounts have been prepared on a going concern basis;

v) That Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate meeting.

Board Meeting and Attendance

During the financial year 2014-15, ten Board Meetings were held on 19th May, 2014, 13th June, 2014, 01st August, 2014, 13th August, 2014, 21st August, 2014, 10th November, 2014, 22nd December, 2014, 04th February, 2015, 12th March, 2015 & 31st March, 2015. Details of attendance at the Board Meeting, Directorship in other Companies and Membership in Committees thereof of each Director are as follows:

Name Category No. of No. of Whether Board Board attended Meeting Meetings last Held Attended AGM During During held on the year the 30/09/ 2014-15 year 14 2014- 15

Mr. Tushar Agarwal Promoter 10 9 Yes (Whole time Director) Executive Director

Mr. Narendra Arora Executive 10 10 Yes (Whole Time Director) Director

Ms. Mamta Thakkar Executive 10 2 Yes [Additional Whole Director Time Director (Appointed w.e.f. 12th March, 2015)]

Mr. Bharmal Lodha Non-Executive 10 5 Yes Independent through epresen ative

Mr. Hasmukh Gandhi Non-Executive 10 5 No Independent

Non-Executive Mr. Milind Gandhi 10 5 No Independent

Name Mem- Chair- Direc- bership man- torship in Com- ship in in other mittees Comm- Public of ittees of Limited Boards Boards Compa of other of other nies Public Public Limited Limited Compa- Compa nies nies

Mr. Tushar Agarwal 1* Nil Nil (Whole time Director)

Mr. Narendra Arora Nil Nil Nil (Whole Time Director)

Ms. Mamta Thakkar Nil Nil Nil [Additional Whole Time Director (Appointed w.e.f. 12th March, 2015)]

Mr. Bharmal Lodha Nil Nil Nil

Mr. Hasmukh Gandhi 2** Nil Nil

Mr. Milind Gandhi 1*** Nil Nil

Note: Directorship in other Public Limited Companies

* Hardcastle and Waud Manufacturing Company Limited

** Hardcastle and Waud Manufacturing Company Limited Asian Star Company Limited

*** Asian Star Company Limited

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Company's website at the link www.glancefinance.com.

MANAGEMENT REMUNERATION

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith forming part of this report.

AUDITORS :

Statutory Auditors :

M/s. P K J & CO., Chartered Accountants (Firm's Reg. No. 124115W), who are the Statutory Auditors of the Company, hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of the Annual General Meeting of the Company scheduled to be held in the calendar year 2017, subject to ratification by Members every year and are eligible for re-appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. The Board, based on recommendation of Audit Committee, recommends the appointment of M/s/. P K J & CO. as the Statutory Auditors of the Company.

Necessary Resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of Members.

SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Dr. S. K. Jain, Practicing Company Secretary, to conduct Secretarial Audit of your Company. The Report of the Secretarial Audit is placed as Annexure to this Report.

AUDITORS AND REPORTS :

The matters related to Auditors and their Reports are as under :

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 30th September, 2014, M/s/. P K J & CO., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s/. P K J & CO., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure A" to the Boards Report.

DECLARATION BY DIRECTORS

The Company has received declaration from all the independent directors under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the said Act.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are as follows members:

Mr. Hasmukh Gandhi

Mr. Milind Gandhi

Chairman: Mr. Bharmal Lodha

The attendance at the meeting is as under:

Name of the Member No. of Meetings Attended

Mr. Bharmal Lodha 4

Mr. Hasmukh Gandhi 4 Mr. Milind Gandhi 4

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination & Remuneration Committee are as follows:

members: Mr. Bharmal Lodha

Mr. Milind Gandhi

Chairman: Mr. Hasmukh Gandhi

The attendance at the meeting is as under:

Name of the Member No. of Meetings Attended

Mr. Hasmukh Gandhi 1

Mr. Milind Gandhi 1

Mr. Bharmal Lodha 1

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put 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.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Year under review the Company did not have earnings in foreign exchange. Also, there was no expenditure incurred in foreign exchange during the year under review.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure C" of the Directors Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all

Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.glancefinance.com.

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 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure B".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

Place: Mumbai For and on behalf of the Board

Date: 20th August, 2015 Tushar Agarwal

(DIN: 00043184)

Chairman


Mar 31, 2014

Dear Members

The Directors have great pleasure to present their Twentieth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2014.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs) PARTICULARS 2013-2014 2012-2013

Gross Income 1277.30 1052.90

Profit before Depreciation & Tax (PBDT) 174.12 241.80

Less : Depreciation 7.60 6.44

Profit before Taxation 167.08 235.36

Less : Provision for Tax 47.60 65.50

Add/Less : Deferred Tax (5.60) (0.32)

Add : Earlier years adjustments - -

Net Profit 119.48 170.18

DIVIDEND

Your Directors have recommended dividend of Re. 0.75 Per equity share (7.5%) amounting to Rs. 22.54425 Lacs for the Financial Year 31st March 2014 (inclusive of tax of Rs. 3.83140Lacs.)

DIRECTORS:

Shri Tushar Agarwal (DIN :00043184), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Smt. Vandana Vasudeo resigned as a director of the Company W.E.F from 28th October 2013. The Board of Directors placed on record the valuable services rendered by her during her tenure.

Shri Bharmal Lodha (DIN:00043184) was appointed as an Additional Director (Designated as Independent Director) w.e.f 28th October 2013 in the Board Meeting held on 12th November 2013. He holds office upto the date of the ensuing Annual General Meeting. A Notice has been received in writing from the Members proposing his appointment as the Director.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2014 on a going concern.

AUDITORS:

The Statutory Auditors of the Company, M/s/. P K J & CO., Chartered Accountants, Mumbai having Firm Registration Number 124115W shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. M/s/. P K J & CO., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment ,if made, would be in conformity with the provisions of section 139 Companies Act,2013.

As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s/. P K J & Co., Chartered Accountants as Statutory Auditor of the Company.

AUDITORS'' REPORT :

There is no adverse observation made by the Auditors in Report for the year ended 31st March, 2014.

AUDIT COMMITTEE

The Audit Committee was reconstituted by inducting Mr. Bharmal Lodha as Member of the Audit Committee in place of Mrs. Vandana Vasudeo, Member of the Audit Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Audit Committee comprises of Mr. Milind Gandhi, Chairman of the Audit Committee, Mr. Bharmal Lodha and Mr. Hasmukh Gandhi, are the other Members of the Committee.

NOMINATION & REMUNERATION COMMITTEE

The Remuneration Committee was reconstituted and renamed as Nomination and Remuneration Committee by inducting Mr. Bharmal Lodha as member of the Remuneration Committee in place of Mrs. Vandana Vasudeo, member of the Remuneration Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Nomination And Remuneration Committee comprises of Mr. Hasmukh Gandhi, Chairman of the Remuneration Committee, Mr. Milind Gandhi and Mr. Bharmal Lodha, are the other members of the Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Shareholders/Investors Grievance Committee was reconstituted and Renamed as Stakeholders Relationship Committee by inducting Mr. Bharmal Lodha as member of the Shareholders/Investors Grievance Committee in place of Mrs. Vandana Vasudeo, member of the Shareholders/Investors Grievance Committee who had resigned as Director of the Company w.e.f. 28th October, 2013. The reconstituted Stakeholders Relationship Committee is chaired by Mr. Bharmal Lodha with Mr. Hasmukh Gandhi, Director and Mr. Milind Gandhi, Director as its Members

CODE OF CONDUCT

Pursuant to Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and Senior management personnel for the year under review is annexed to and forms part of the Corporate Goverance Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor''s Certificate regarding compliance of the condition of the Corporate Governance are made part of the Annual Report.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on 31st March, 2014, 2480194 Equity shares of Rs. 10/- each constituting 94.73% of the total paid up capital of the Company were in dematerialized form.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company earned professional fees in foreign exchange from its client in the USA.

ACKNOWLEDGEMENT

The relationship of the Company with the employees at all levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for acheiving the targets set for the future.

The Board acknowledges the support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

Place: Mumbai For and on behalf of the Board Date: 19th May, 2014 Tushar Agarwal (DIN: 00043184) Chairman


Mar 31, 2013

Dear Members

The Directors have great pleasure to present their Nineteenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2013.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs) PARTICULARS 2012-2013 2011-2012

Gross Income 1052 90 660.13

Profit before Depreciation & Tax fPBDT) 241,80 367,21

Less: Depreciation 06.44 04.31

Profit before Taxation 235.36 36290

Less : Provision for Tan 65.50 76.50

Add/Less. Deferred Tax (0.32) 0.25

Add: Earlier years adjustments (3.09)

Net Profit 170.18 289.24

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors have not recommended dividend for the year under review.

DIRECTORS:

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

Mr. Milind Gandhi was appointed as the Additional Director w.e.l. 18th July. 2013 in the Board Meeting held on 18th July, 2013. He holds office upto the date of the ensuing Annual General Meeting.

A Notice has been received in writing from the Members proposing his appointment as the Director.

Mr. Vaibhav Karnavat, Director of the Company resigned with effect from 1flth July, 2013. The Board places on record its appreciation for the valuable services rendered by Mr. Vaibhav Karnaval during his tenure as Director of the Company.

Mr. Tushar Agarwal was re-appointed as Whole Time Director for a period of 3 years w.e.f. 01 st April. 2011. His term expires on 31 st March. 2014. However the Board of Directors on recommendation of Remuneration Committee has decided to supersede his terms of appointment w.e.f. 1st April, 2013 and has re-appointed him tor a period of 3 years w.e.f. 1st April, 2013 at increased remuneration which is subject to approval of Shareholders and Central Government

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) ol the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annua! Accounts for the Year ended 31 st March. 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period unda/ review.

iii) That to the best of their knowledge and information they have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act. 1956 lor safeguarding the assets of the Company and for preventing and detecting fraud and other inegularities; and

iv) Thai the Directors have prepared the Annual Accounts for the financial Year ending 31 st March, 2013 on a going concern

AUDITORS:

The Statutory Auditor of the Company M/s. P K J & Co., Chartered Accountants. Mumbai having Firm Registration Number 124115W shall hold office till the conclusion of the ensuring Annual General Meeting and are eligible tor re- appointment. M/s/. PKJ & Co., Chartered Accountants have expressed their willingness to act as the Statutory Auditors of the Company, and furnished to the Company a certificate that their appointment, If made, would be in conformity with the provisions of section 224 (1 B) of Companies Act 1956. As per the recommendation of the Audit Committee, the Board proposes the re-appointment of M/s/. PKJ& Co.. Chartered Accountants as Statutory Auditor of the Company.

AUDITORS'' REPORT :

There is no adverse observation made by the Auditors in Report for the year ended 31st March, 2013

AUDIT COMMITTEE

The Audit Commitiee was reconstituted by inducting Mr. Milind Gandhi as Member of Audit Committee in place of Mr Vaibhav Karnavat. Member of the Audit Committee who has resigned as Director ol the Company w.e.1. 18th July, 2013, The reconstituted Audit Committee comprises of Mrs. Vandana Vasudeo. Chairman of the Audit Committee, Mr Milind Gandhi and Mr Hasmukh Gandhi. are the other Members of the Committee.

REMUNERATION COMMITTEE

The remuneration Committee was reconstituted by inducting Mr Milind Gandhi as Member of Remuneralion Committee in piace of Mr. Vaibhav Karnavat, Member of the Remuneration Committee who has resigned as Director of the Company w.e.f. 18th July, 2013, The reconstituted Remuneration Committee comprises of Mr Hasmukh Gandhi. Chairman of the Remuneration Committee, Mr. Milind Gandhi and Mrs. Vandana Vasudeor are the other Members of the Commitlee.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE The Sharehotdprs/lnvestors Grievance Committee was reconstituted by inducting Mr, Milind Gandhi as Member of ihe Shareholders / Investors Grievance Committee in place of Mr. Vaibhav Karnaval, Member ot the Shareholders / Investors Grievance Committee who had resigned as Director of the Company w.e.f. 1Bth July. 2013. The reconstituted Shareholders / Investors Grievance Commitiee is chaired by Mrs. Vandana Vasudeo with Mr. Hasmukh Gandhi, Director and Mr. Milind Gandhi, Director as its Members.

CODE OF CONDUCT

Pursuant lo Clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and Senior management personnel for the year under review is annexed to and forms part ol the Corporate Goverance Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement wilh the Stock Exchange, Corporate Governance Report and Auditor''s Certificate regarding compliance of the condition of the Corporate Governance are made part of the Annual Report.

DEPOSITORY SYSTEM

Your Company''s Equity Shares are available fordematerialization through National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on 31st March, 2013, 2842590 Equity shares of R$. 10A each constituting 94.57% of the total paid up capital of the Company were in dematenalized form.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read wilh the Companies {Acceptance of Deposit) Rules, 1975 and also no amount was outstanding on account of principal or interest thereon, as on the date of the balance sheet.

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and the notification issued by the Ministry of Corporate Affairs dated 31st March, 2011, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Your Company has directed its efforts to reduce energy cosls by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company earned professional fees in foreign exchange from its client in the USA.

ACKNOWLEDGEMENT

The relationship of the Company with the employees at all levels continues to be cordial and healthy. Your Directors wish to place on record their appreciation of the significant contribution made by each and every employee of the Company and expect continued support for acheiving the targets set lor the Future.

The Board acknowledges (he support and co-operation received from Government, Bankers, Financial Institutions, Shareholders, Suppliers, associates & sub-contractors and looks forward to their continued support.

Place : Mumbai. For and on behaif of the Board

Dated: 12th August 2013 TUSHAR AGARWAL Chairman


Mar 31, 2011

Dear Members

The Directors have great pleasure to present their Seventeenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2011.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs.In Lacs>

PARTICULARS 2010-2011 2009-2010

Gross Income 264.93 191.17

Profit before Depreciation & Tax (PBDT) 157.07 98.04

Less : Depreciation 3.48 3.66

Profit Before Taxation 153.60 94.38

Less : Provision for Tax 36.03 23.95

Net Profit 117.56 70.43

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors propose to skip dividend for the year under review.

DIRECTORS:

Mr. Hasmukh Gandhi, Director of the Company will retire by rotation and being eligible offers himself for re-appointment.

Mr. Tushar Agarwal was re-appointed as Whole Time Director for a period of 3 years w.e.f. 01st April, 2008. His term expires on 31st March, 2011. Hence Board of Directors has decided to re-appoint Shri Tushar Agarwal, as Whole Time Director of the Company for a further period of 3 years w.e.f. 01st April, 2011 subject to approval of the Members of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 with respect to the Director's Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2011 on a going concern.

AUDITORS:

The Auditor M/s. P K J & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and expresses their willingness to continue, if so appointed.

SUBSIDIARY/JOINT VENTURES :

The Compnay was a pertner in the partnership firm M/s. Zenstar Impex through which it conducted the steel business. However, RBI has issued a circular requiring NBFC's to exit from partnership firms within a reasonable time. We have therefore decided to exit from Zenstar Impex and dissolve the firm. This will happen during the current year after complettion of dissolution formalities. We have already realized more than 90% of our investment in this firm.

CHIEF FINANCIAL OFFICER

Mr. Tushar Agarwal, Whole Time Director of the Company was appointed as the CFO of the Company in compliance with the ammended Clause 49 of the Listing Agreement with effect from 01st January, 2006.

FORFEITURE OF PARTLY PAID UP SHARES

The Board of Directors in its Meeting held on 10th August, 2011 has forfeited 30,200 Partly Paid-up Equity Shares of Rs. 10/- each on which unpaid call money has not been paid by holders of such partly paid up shareholders.

CODE OF CONDUCT:

The "Code of Conduct for the Board of Directors and Senior Managerial Personnel in compliance with Clause 49 of Listing Agreement is in force and is being complied with.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance of the condition of the Corporate Governance, are made part of the Annual Report.

DEPOSITORY:

All the Members are aware, our Company's Shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialization.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review

REDEMPTION OF PREFERANCE SHARES

During the year under report the Company has redeemed 14000 Redeemable Preference Shares of Rs. 100/- each.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of amount specified under section 217(2)(a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the Company earned fees in foreign exchange from its client in the USA.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the bankers The Royal Bank of Scotland, HDFC Bank, Union Bank of India & Punjab National Bank and Company's Clients.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who, through their competence and hardwork, have established Company to achieve better performance and look forward to their support in future as well.

Place : Mumbai. For and on behalf of the Board

Dated : 2nd Sept., 2011 sd/-

NARENDRA KARNAVAT Chairman


Mar 31, 2010

The Directors have great pleasure to present their Sixteenth Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31st March 2010.

FINANCIAL RESULTS

The Financial highlights are summarized below:

(Rs. In Lacs)

PARTICULARS 2009-2010 2008-2009

Gross Income 191.17 137.12

Profit before Depreciation & Tax (PBDT) 98.04 73.00

Less: Depreciation 3.66 2.80

Profit Before Taxation 94.38 70.21

Less: Provision for Tax 23.95 22.33

Net Profit 70.43 47.87

DIVIDEND

In order to plough back the profits of the Company and to support its expansion and growth plans, your directors propose to skip dividend for the year under review.

DIRECTORS:

Smt. Vandana Vasudeo, Director of the Company will retire by rotation and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

i) That in preparation of Annual Accounts for the Year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company for the period under review.

iii) That to the best of their knowledge and information the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the Annual Accounts for the financial Year ending 31st March, 2010 on a going concern.

AUDITORS:

The Auditor M/s. P. K. J. & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and expresses their willingness to continue, if so appointed.

SUBSIDIARY/JOINT VENTURES :

In keeping with regulatory directions, we have divested from the commodities mambership JV in the UAE. Also since the trade volumes at the exchange were not picking up, we felt it was more prudent to exit from the JV.

Our participation in the steel business through Zenstar Impex (Partnership Firm) continues and is growing in the current year.

CODE OF CONDUCT:

The Board of directors has approved the "Code of Conduct for the board of Directors and Senior Management" in compliance with amended Clause 49 of Listing Agreement. A declaration signed by Shri Tushar Agarwal, Whole Time Director and CFO of the company about Compliance of Code of Conduct in terms of Claluse 49, forms part of the Corporate Governance Report annexed to the Directors Report.

CORPORATE GOVERNANCE:

The Board of Directors support and adheres the principles of Corporate Governance and in addition to basic Corporate Governance issues the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditors Certificate regarding compliance of the condition of the Corporate Governance, are made part of the Annual Report.

DEPOSITORY:

All the members are aware, our Companys Shares are tradable compulsorily in electronic form and your Company has established connectivity with both the Depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail of the facility of dematerialization.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of amount specified under section 217(2)(a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year the company earned fees in foreign exchange from its clinets in the USA and Hongkong.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the bankers The Royal Bank of Scotland, HDFC Bank, Union Bank of India & Punjab National Bank and Companys Clients.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who, through their competence and hardwork, have established Company to achieve better performance and look forward to their support in future as well.



For and on behalf of the Board

Place : Mumbai

Dated : 2nd Sept., 2010 sd/-

NARENDRA KARNAVAT

CHAIRMAN

 
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