Notes to Accounts of U Y Fincorp Ltd.

Mar 31, 2023

Note: 11.1 The Company has not revalued its property, plant and equipment, intangible assets and right of use assets as such disclosure requirement as per amendment to Schedule - III on revalution of property, plant and equipment is not applicable.

11.2 The Company does not have Capital work in Progress (CWIP) at the end of current and previous financial year, as such discosure requirement relating to CWIP is not applicable.

(b) Rights, preferences and restrictions in respect of each class of shares including restrictions on the distribution of dividends and the repayment of capital :

The Company’s authorised capital consist of one class of shares, referred to as equity shares, having par value of '' 5/-each. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

30. Employee Benefits

(a) Defined Benefit Plan - Gratuity

The Gratuity scheme is a final salary defined benefit plan, that provides for lumpsum payment at the time of separation; based on scheme rules the benefits are calculated on the basis of last drawn salary and the period of service at the time of separation and paid as lumpsum. There is a vesting period of 5 years.

Description of Risk Exposures :

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary overtime. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows :

i) Actuarial Risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons : Adverse salary growth experience: Salary hikes that are higher than the assumed salary excalation will result into an increase in obligation at a rate is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be pid earlier than expected. The impact of this will depend on wheather the benefits are vested as at the resignation date.

ii) Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

iii) Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.

iv) Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

v) Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

32. Capital Management

The primary objectives of the Company’s capital management policy are to ensure that the Company complies with externally imposed capital requirements and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives, policies and processes from the previous years. However, they are under constant review by the Board.

Regulatory capital consists of Tier I capital, which comprises share capital, share premium, retained earnings including current year profit, statutory reserves and other free reserves less deferred revenue expenditure and intangible assets. The other component of regulatory capital is Tier II Capital Instruments, which includes subordinate bonds, deposits and loans.

33. Financial Risk Management and Policy

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company continues to focus on a system-based approach to business risk management. The Company’s financial risk management process seeks to enable the early identification, evaluation and effective management of key risks facing the business. Backed by strong internal control systems, the current Risk Management System rests on policies and procedures issued by appropriate authorities, process of regular reviews / audits to set appropriate risk limits and controls, monitoring of such risks and compliance confirmation for the same.

a) Market risk

The Company''s business primarily ''Financial and Related Services'' in nature, exposes it to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market variables such as interest rates. The company regularly reviews its average borrowing / lending cost including proportion of fixed and floating rate borrowings / loan so as to manage the impact of changes in interest rates.

b) Credit risk

Credit risk’ is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s loans and advances to customers and investment debt securities.

i) Management of Credit risk

The Company has put in place well defined product programs with credit policy parameters defining the credit appetite for each product.

ii) Write off policy

Financial assets are written off either partially or in their entirety only when the Company has stopped pursuing the recovery. Any subsequent recoveries are credited to impairment on financial instrument in statement of profit and loss.

iii) Credit quality analysis

The company’s policies for computation of expected credit loss are set out below :

Expected Credit Loss (ECL) is computed for loans and investments portfolio of the company. The loans and advances portfolio comprises of the following :

i) Corporate Lending

ii) Vechicle Lending

Investments measured at amortised cost is subjected to ECL.

c) Liquidity risk

Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Company might be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances.

d) Operational and business risk

Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When controls fail to operate effectively, operational risks can cause damage to reputation, have legal or regulatory implications, or lead to financial loss. The Company cannot expect to eliminate all operational risks, but it endeavours to manage these risks through a control framework and by monitoring and responding to potential risks. Controls include maker-checker controls, effective segregation of duties, access, authorisation and reconciliation procedures, staff education and assessment processes, such as the use of internal audit.

34. Financial Instruments

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 (J) to the financial statements

Fair value hierarchy:

Ind AS 107, ‘Financial Instrument - Disclosure’ requires classification of the valuation method of financial instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and place limited reliance on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level. This is the case for unlisted equity securities included in level 3.

The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost represents estimate of fair value within that range.

35. Expenditure in Foreign Currency :

During the year there were no foreign exchange earnings and outgo.

36. Details of Loans and Guarantees given covered under section 186 of the Companies Act, 2013:

Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (“the Act”) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as the Company is RBI registered Non-Banking Financial Company whose principal business inter-alia includes financing of companies.

37. Segment Information

The management is of the view that the business of the company predominantly falls within a single primary segment viz. “Financial and Related Services” and hence there are no separate reportable segments as per Ind-AS 108 dealing with segment reporting.

38. The Board of Directors of the Company at its meeting held on 19th January, 2017 considered and approved the disinvestment of the entire shares of one of its material wholly owned subsidiary viz, Aristro Capital Markets Limited to one or more entities subjected to the Shareholders approval vide Postal Ballot.

Further as per the combined Scrutinizer Report on E-voting & Postal Ballot dated 21st March, 2017 issued by Mr. Prateek Kohli, Practicing Company Secretary (CP No 16457), Proprietor of M/s Prateek Kohli & Associates, Company Secretaries, the Scrutinizer, the members of our Company had approved the proposal of disinvestment of the M/s Aristro Capital Markets Limited to one or more entities.

Since all the regulatory approval was obtained, the Company had entered into Share Purchase Agreement (SPA) on 4th November, 2022 with M/s Topdeal Agencies Private Limited (TAPL) for transferring its entire equity stake in Aristro Capital Markets Limited (ACML) to TAPL. On the basis of the said agreement, the Company had disposed its equity stake in the Aristro Capital Markets Limited and consequently to the said disposal, the ACML ceases to be the wholly owned subsidiary of U. Y Fincorp Limited w.e.f. 16.11.2022.

39. The Company does not have any trade payables as at March 31, 2023, hence disclosure requirement as revised schedule III has not been given.40. Trade receivables as at March 31,2022, disclosure requirement as revised schedule III has been given.

41. Additional information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - II is attached herewith.

42. The Company and M/s Golden Goenka Credit Private Limited (Formerly known as Risewell Credit Private Limited) had made an investment in M/s Purple Advertising Services Private Limited (the "Associate") during the year 2012-13 and 2013-14 and as a result M/s Purple Advertising Services Private Limited became the Associate of the Company from year 2013-14. As per the terms of agreement for investment, the Associate Company had agreed to issue a specified number of its equity shares in lieu of investments made. However, out of the requisite numbers of shares, the Associate Company had issued only 25,00,000 shares to the Company. Consequently, the agreement was cancelled and a suit was filed in the Hon''ble Calcutta High Court against the Associate Company. In the said suit being CS No. 308 of 2014 an order was passed by the Hon''ble Court on 10th April, 2015 whereby the Associate Company and its servants and agents have been restrained from dealing with , disposing of or encumbering in any manner the assets of the Associate Company. Subsequently on 18th November 2015, the Hon''ble Court confirmed the aforesaid order of injunction and modified it to the extent that the Associate Company can deal with its assets in usual deal with its assets in the usual course of business as well as discharge of obligations in respect of subsisting agreements with third parties since it was submitted by the Associate Company before the Hon''ble Court that its properties were mortgaged with the financial institutions. The Hon''ble Court was pleased to confirm the order dated 18th November 2015 save and except permission being granted to the Associate Company to borrow money by using the assets in order to run the Associate Company with the prior permission of the Hon''ble court. Till the time the said suit was pending for adjudication before the Hon''ble High Court at Calcutta and before the process of inspection of documents could be carried out suddenly on 3rd February 2020 the Advocate appearing for the Associate Company before the Hon''le Court in the said civil suit in gross suppression of material facts for the first time intimated the Advocate for the Company that by an Order dated October 29, 2019 the Hon''ble National Company Law Tribunal Kolkata had admitted the insolvency application instituted against the Associate Company by United Bank of India and the Associate Company was under corporate insolvency Resolution process as a result whereof , discovery of documents could not be undertaken. As per the NCLT order dated 18th May, 2022, it was stated that Since the period of CIRP has expired, Therefore there is no alternative but to order the liquidation of the Associate Company.

Since the associates Company is under the process of liquidation and the financial of associates Company was not available, the same has not been considered for the consolidation purpose The management is pursuing to get the correct valuation of said investment from liquidator of Associate company. Till such time no impairment has been booked in the current financial year by the company. Hence any material effect due to no booking of impairment cannot be ascertain presently.

43. The Board of Directors of the Company at their meeting held on 18th July, 2022 had approved expansion of business operations into newer loan segments under the New Brand name "GrowU". Since GrowU has received positive response under its pilot project in the areas of lucknow and Kanpur, it is now inter alia expanding further into central and eastern Uttar Pradesh covering Prayagraj, Varanasi and Gorakhpur regions. The Company had also entered into various Business Collaboration Agreements for expansion of its business.

45. The Company does not have any benami property. Further there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transaction Act, 1988 and rules made there under.

46. The Company does not have transactions with any struck off company’s during the year.

47. The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year

48. The Company has not advanced or loaned or invested funds to any other person(s) or entity(s) including foreign entities (intermediaries) with the understanding that the intermediaries shall: (a) directly or indirectly lend or invest in other persons or entities in any manner what so ever by or on behalf of the Company (ultimate beneficiaries); or (b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

49. The Company has not received any fund from any person(s) or entity(s), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company will: (a) directly or indirectly lend or invest in other persons or entities identified in any manner what so ever by or on behalf of the funding party (ultimate beneficiaries); or (b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

50. The Company has not done any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

51. The Company has not been declared as a willful defaulter by any Bank or Financial Institution or Government or any Government Authority.

52. The Company has not filed any scheme of arrangements in terms of section 230 to 237 of the Company’s Act, 2013 with any Competent Authority.

53. Previous year‘s figures have been re-grouped and/or re-arranged wherever necessary, to confirm the current year classification.

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Mar 31, 2018

(a) Reconciliation of Equity Shares outstanding:

The reconciliation of the number of equity shares outstanding and the corresponding amount thereof, as at the Balance Sheet date is set out below:

(b) Rights, preferences and restrictions in respect of each class of shares including restrictions on the distribution of dividends and the repayment of capital:

The Company’s authorised capital consist of one class of shares, referred to as equity shares, having par value of Rs.5/each. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

(a) Provisions for non-performing assets (NPAs) is made in the financial statements according to the Prudential Norms prescribed by RBI for NBFCs. The Company also makes additional provision based on the managements best estimate, to the extent considered necessary.

The Company has created a general provision on the standard assets outstanding on the balance sheet date, as per the RBI Prudential Norms.

1. Deferred Tax Assets (Net)

In terms of Accounting Standard 22, the Deferred Tax Assets (DTA) recognised during the year is Rs.4,923,922 (Previous year: Rs.4,145,475) and the Deferred Tax Liabilities recognised during the year is Rs. Nil (Previous year: Rs. Nil). Consequently, the net DTA as at 31st March, 2018 stands at Rs.4,923,922 (Previous year: Rs.4,145,475).

Note

(a) Two-Wheeler Loans includes Non-Performing Assets of Rs.139,242 (Previous YearRs.228,779).

(b) Short-Term, unsecured, Loan to Others includes Non-Performing Assets of Rs.25,725,000 (Previous YearRs.39,950,000).

(c) The interest free loan has been granted to its wholly owned subsidiaries.

* The Corporate Guarantee given by the Company to secure the term Loan of Rs.300 Crores granted to M/s Shalimar Lakecity Pvt Ltd (SLPL) (Formerly known as M/s ANS Developers Pvt Ltd) by Syndicate Bank, MID Corporate Branch has been paid off in full and final by the SLPL. Furthermore the company has received the No Objection Certificate dated 17th May, 2018 from the bank regarding the satisfaction of charge so created by the company against the Corporate Guarantee. The company is in the process of filing the same with ROC, Kolkata.

In March 2015, search and seizure operations were conducted by the Income Tax authorities under Section 132 of the Income Tax Act. During the course of the search and seizure operations, the income tax authorities have taken custody of certain materials such as documents, records, and recorded statements of certain officials of the Company. The Company does not expect any liability arising out of the aforesaid search and seizure.

2. Operating lease-in the capacity of lessee

The Company earlier had a cancellable operating lease arrangement for office space. Post the acquisition the company has shifted to a new office. The total rental expenses for the year amounted to Rs.347,192 (Previous year Rs.520,788).

3. Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits Defined Benefit Plan:

The trustees of the gratuity scheme for the employees of the Company have entrusted the administration of the scheme to the Life Insurance Corporation of India (LIC).

4. The management is of the view that the business of the Company predominantly falls within a single primary segment viz. “Financial and Related Services^ and hence the disclosure requirement of Accounting Standard-17 [Segment Reporting^ notified by the Central Government under Companies (Accounting Standards) Rules, 2006, is not applicable.

5. The Company has not received any memorandum from ‘Suppliers’ (as required to be filed by the ‘Suppliers’ with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2018 as micro, small or medium enterprises. Consequently, the amount paid / payable to these parties during the year is Rs. Nil (Previous year: Rs. Nil).

6. The Board of Directors of the Company at its meeting held on 19th January, 2017 considered and approved the disinvestment of the entire shares of one of its material wholly owned subsidiary viz, Aristro Capital Markets Limited to one or more entities subjected to the Shareholders approval vide Postal Ballot.

Further as per the combined Scrutinizer Report on E-voting & Postal Ballot dated 21st March, 2017 issued by Mr. Prateek Kohli, Practicing Company Secretary (CP No 16457), Proprietor of M/s Prateek Kohli & Associates, Company Secretaries, the Scrutinizer, the members of our Company had approved the proposal of disinvestment of the M/s Aristro Capital Markets Limited to one or more entities. The transaction for sale of shares is pending for regulatory approvals. Pending such approval, the effect of the transaction has not been reflected.

7. As per the terms of the Share Purchase Agreement dated 30th January, 2017 entered into between the Mr. Girdhari Lal Goenka, M/s. Girdhar Fiscal Services Private Limited, M/s. Golden Goenka Commerce Private Limited & M/s. Golden Goenka Credit Private Limited (hereafter together referred as Outgoing Promoters) with Mr. Deepak Kothari (Acquirer 1), Mr. Udai Kothari (Acquirer 2) and M/s. Lotus Capital Financial Services Limited (Acquirer 3), the Acquirers alongwith M/s. U.Y. Industries Private Limited (PAC1) and Dipak Kothari (HUF) (PAC2) (hereafter together referred as Incoming Promoters) have initiated an Open Offer under Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011. Thereafter pursuant to receipt of the Statutory approvals from the Securities and Exchange Board of India and Reserve Bank of India the Acquirers and the PACs acquired 2,600 equity shares from the public shareholders in the tendering period which opened on 19th June, 2017 and closed on 3rd July, 2017.

The outgoing promoters of the company has transferred their entire shareholding in the Company constituting 95,536,854 fully paid-up equity shares of face value of Rs.5/- each, representing 50.22% of the total equity and voting share capital of the Company to Mr. Deepak Kothari (Acquirer 1), Mr. Udai Kothari (Acquirer 2) and M/s. Lotus Capital Financial Services Limited (Acquirer 3) on 14th August, 2017.

Subsequent to the aforesaid acquisitions the Acquirers along with the PACs now hold 106,613,254 fully paid up equity shares of face value of Rs.5/- each representing 56.04% of the entire equity share capital of the Company and become the new promoters of the Company.

8. The Company and its investing company [M/s Golden Goenka Credit Private Limited (Formerly known as Risewell Credit Private Limited)] had made an investment in M/s Purple Advertising Services Private Limited (the “Associate”) during the year 2012-13 and 2013-14 and as a result M/s Purple Advertising Services Private Limited became the Associate of the Company from year 2013-14. As per the terms of agreement for investment, the Associate Company had agreed to issue a specified number of its equity shares in lieu of investments made. However, the requisite numbers of shares were not issued. Consequently, the agreement was cancelled and a money suit was filed in the Hon’ble Calcutta High Court against the Associate Company.

9. Additional information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure ? II is attached herewith.

10. The Board of Directors has recommended the payment of final dividend ofRs.0.05/- per equity share (i.e, 1% of the paid up equity share capital) for the year ended 31st March, 2018, subjected to the approval of the share holders at the ensuing Annual General Meeting.

11. Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

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Mar 31, 2016

1. Operating lease-in the capacity of lessee

The Company has a cancellable operating lease arrangement for office space for a period of 3 years and is renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year amounted to Rs.520,104 (Previous year: Rs.517,458).

2. Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits Defined Benefit Plan:

The trustees of the gratuity scheme for the employees of the Company have entrusted the administration of the scheme to the Life Insurance Corporation of India (LIC).

3. The Board of Directors of the Company at its meeting held on 3rd May, 2014 had issued and allotted 121,237,929 equity shares of Rs.5/- each at a price of Rs.9/- per equity share (including premium of Rs.4/-) for an amount aggregating to Rs.10,911.41 lakhs to the successful applicants who subscribed to the Rights Issue of the Company in the ratio of 9 (Nine) fully paid up equity shares of Rs.5/- each for every 5 (Five) fully paid up equity shares of Rs.5/- held (i.e. 9:5) by the equity shareholders on the record date i.e. March 19, 2014. Consequent to the aforesaid allotment, the paid up Equity Share capital of the Company stands increased from Rs.345,002,000/- (comprising of 69,000,400 fully paid up equity shares of Rs.5/- each) to Rs.951,191,645/- (comprising of 190,238,329 fully paid up equity shares of Rs.5/- each).

4. The Company and its investing company (M/s Risewell Credit Private Limited) had made an investment in M/s Purple Advertising Services Private Limited (the “Associate”) during the year 2012-13 and 2013-14 and as a result M/s Purple Advertising Services Private Limited became the Associate of the Company from year 2013-14. As per the terms of agreement for investment, the Associate Company had agreed to issue a specified number of its equity shares in lieu of investments made. However, the requisite numbers of shares were not issued. Consequently, the agreement was cancelled and a money suit was filed in the Hon’ble Calcutta High Court against the Associate Company.

5. Additional information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - II is attached herewith.

6. Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

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Mar 31, 2015

1. During the year, the Company allotted 121,237,929 equity shares of par value of Rs 5/- each fully paid up at a premium of Rs 4/- each to eligible shareholders on Rights basis in the ratio of 9 (Nine) fully paid up equity shares of Rs 5/- each for every 5 (Five) fully paid up equity shares of Rs 5/- held (i.e. 9:5).

(b) Rights, preferences and restrictions in respect of each class of shares including restrictions on the distribution of dividends and the repayment of capital:

The Company's authorised capital consist of one class of shares, referred to as equity shares, having par value of Rs 5/- each. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. (a) Provisions for non-performing assets (NPAs) is made in the financial statements according to the Prudential Norms prescribed by RBI for NBFCs. The Company also makes additional provision based on the management's best estimate, to the extent considered necessary.

The Company creates a general provision at 0.25% of the standard assets outstanding on the balance sheet date, as per the RBI Prudential Norms.

3. Deferred Tax Assets (Net)

In terms of Accounting Standard 22, the Deferred Tax Assets (DTA) recognised during the year is Rs 2,483,903 (Previous year: Rs 799,366) and the Deferred Tax Liabilities recognised during the year is Rs Nil (Previous year: Rs 329,363). Consequently, the net DTA as at 31st March, 2015 stands at Rs 2,483,903 (Previous year: Rs 470,003).

4.(a) Secured by underlying assets and in certain cases are additionally secured by immovable properties and / or pledge of equity shares of the borrowers by way of collateral security.

(b) Two-Wheeler Loans includes Non-Performing Assets of Rs 243,050 (Previous Year Rs 115,956)

(c) Short-Term, secured, Loan to Others includes Non-Performing Assets of Rs Nil (Previous Year Rs 9,131,600)

(d) Short-Term, unsecured, Loan to Others includes Non-Performing Assets of Rs 69,590,120 (Previous Year Rs 12,868,400)

5. Contingent Liabilities and Commitments (to the extent not provided for) (Amount in Rs)

As at As at Particulars 31st March, 2015 31st March, 2014

I Contingent Liabilities

Bank Guarantee 50,00,000 50,00,000

Guarantees in favor of a bank against facilities granted to

* Others 3,00,00,00,000 -

II Commitments

Estimated amount of capital contracts 6,80,38,000 6,80,38,000 remaining to be executed and not provided for (Net of advances)

In March, 2015, search and seizure operations were conducted by the Income Tax authorities under Section 132 of the Income Tax Act. During the course of the search and seizure operations, the income tax authorities have taken custody of certain materials such as documents, records, and recorded statements of certain officials of the Company. The Company does not expect any liability arising out of the aforesaid search and seizure.

6. Operating lease-in the capacity of lessee

The Company has a cancellable operating lease arrangement for office space for a period of 3 years and is renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year amounted to Rs 517,458 (Previous year: Rs 515,676).

7. Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits

Defined Benefit Plan:

The trustees of the gratuity scheme for the employees of the Company have entrusted the administration of the scheme to the Life Insurance Corporation of India (LIC).

8. The management is of the view that the business of the Company predominantly falls within a single primary segment viz. "Financial and Related Services" and hence the disclosure requirement of Accounting Standard-17 'Segment Reporting' notified by the Central Government under Companies (Accounting Standards) Rules, 2006, is not applicable.

9. The Company has not received any memorandum from 'Suppliers' (as required to be filed by the 'Suppliers' with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2015 as micro, small or medium enterprises. Consequently, the amount paid / payable to these parties during the year is ' Nil (Previous year: Rs Nil).

10. Related Party Disclosures

A. Related Parties:

i. Subsidiaries : Golden Goenka Properties & Construction Private Limited : Golden Goenka Financial Advisors Private Limited : Golden Goenka Management Consultancy Services Private Limited : Aristro Capital Markets Limited (w.e.f. 25th May, 2013)

ii. Associates : Aristro Capital Markets Limited (ceased w.e.f. 25th May, 2013 ) : Purple Advertising Services Private Limited

iii. Investing Company : Risewell Credit Private Limited

iv. Enterprises significantly : Girdhar Fiscal Services Private Limited influenced by Key management Rajgaj Traders Private Limited personnel or their relatives

B. Key Management Personnel:

v. Managing Director : Mr. Girdhari Lal Goenka

vi. Executive Director : Mr. Dinesh Burman

vii. Chief Financial Officer : Mr. Shiv Kumar Dabriwala

viii. Company Secretary : Ms. Amrita Mohta

C. Relative of Key Management Personnel:

ix. Wife of Girdhari Lal Goenka , : Mrs. Raj Goenka Managing Director

11. The Board of Directors of the Company at its meeting held on 3rd May, 2014 has issued and allotted 12,12,37,929 equity shares of Rs 5/- each at a price of Rs 9/- per equity share (including premium of Rs 4/- ) for an amount aggregating to Rs10,911.41 lakhs to the successful applicants who subscribed to the Rights Issue of the Company in the ratio of 9 (Nine) fully paid up equity shares of Rs 5/- each for every 5 (Five) fully paid up equity shares of Rs 5/- held (i.e. 9:5) by the equity shareholders on the record date i.e. March 19, 2014. Consequent to the aforesaid allotment, the paid up Equity Share capital of the Company stands increased from Rs 34,50,02,000/- (comprising of 6,90,00,400 fully paid up equity shares of Rs 5/- each) to Rs 95,11,91,645/- (comprising of 19,02,38,329 fully paid up equity shares of Rs 5/- each).

12 Effective from April 1, 2014, the Company has provided depreciation on its tangible Fixed Assets as per useful lives and residual values as specified in Schedule II of the Companies Act, 2013. The consequential impact on the depreciation charged for the year is not material.

13. Additional information as per guidelines issued by the Reserve Bank of India in respect of Non-Banking Financial (Non-Deposit Accepting or Holding) systemically important (NBFC-ND-SI) are given in Annexure - II, attached herewith. Information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - III is attached herewith.

14. Previous years' financial statements have been jointly audited by M/s Das & Prasad, Chartered Accountants & M/s Vasudeo & Associates, Chartered Accountants.

15. Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

---

Mar 31, 2014

1 Contingent Liabilities and Commitments (to the extent not provided for)

(Amount in Rs.)

I Contingent Liabilities

Particulars As at As at 31st March, 2014 31st March, 2013

Bank Guarantee 50,00,000 Nil

II Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (Net of advances) 6,80,38,000 4,05,78,555

2 Operating lease-in the capacity of lessee

The Company has a cancellable operating lease arrangement for office space for a period of 3 years and is renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year amounted to Rs. 515,676 (Previous year:Rs. 515,288).

3 Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits Defined Benefit Plan:

The trustees of the gratuity scheme for the employees of the Company have entrusted the administration of the scheme to the Life Insurance Corporation of India (LIC).

4 The management is of the view that the business of the Company predominantly falls within a single primary segment viz. "Financial and Related Services" and hence the disclosure requirement of Accounting Standard-17 ''Segment Reporting'' notified by the Central Government under Companies (Accounting Standards) Rules, 2006, is not applicable.

The Company has not received any memorandum from ''Suppliers'' (as required to be filed by the ''Suppliers'' with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2014 as micro, small or medium enterprises. Consequently, the amount paid / payable to these parties during the year is Rs. Nil (Previous year: Rs. Nil).

5 Related Party Disclosures

A. Related Parties:

i. Holding Company

Risewell Credit Private Limited (ceased w.e.f. 31st October, 2012)

ii. Subsidiaries

: Golden Goenka Properties & Construction Private Limited

: Golden Goenka Financial Advisors Private Limited

: Golden Goenka Management Consultancy Services Private Limited

: Aristro Capital Markets Limited (w.e.f. 25th May, 2013)

iii. Associates

: Aristro Capital Markets Limited (ceased w.e.f. 25th May, 2013)

: Purple Advertising Services Private Limited

(w.e.f. 7th December, 2012) : S2 Capital Services Private Limited

(ceased w.e.f. 7th September, 2012)

iv. Investing Company

: Risewell Credit Private Limited (w.e.f. 31st October, 2012)

v. Enterprises significantly influenced by

Key management personnel or their relatives

: Girdhar Fiscal Services Private Limited Rajgaj Traders Private Limited

B. Key Management Personnel:

vi. Managing Director : Mr. Girdhari Lai Goenka

vii. Executive Director : Mr. Dinesh Burman

(w.e.f. 30th May, 2012)

C. Relative of Key Management Personnel:

viii. Wife of Girdhari Lai Goenka , Managing Director : Mrs. Raj Goenka

6 The Board of Directors of the Company at its meeting held on 30th May, 2013 approved the issue and allotment of 3,500,000 equity shares of par value of Rs. 5/- each fully paid up at a premium of Rs. 15/- each to Promoter Group on conversion of 1,750,000 0% Optionally Convertible Debentures ("OCDs") of par value of Rs. 40/- each in the ratio of two equity shares of par value of Rs. 5/- each fully paid up for one OCD of par value of Rs. 40/- each.

7 Subsequent to the approval of the shareholders of the Company through postal ballot, the authorised Equity Share Capital of the Company has increased to Rs. 1,000,000,000/- divided into 200,000,000 shares of par value of Rs. 5/- each from Rs. 850,000,000/- divided into 170,000,000 shares of par value of Rs. 5/- each.

8 The Board of Directors of the Company at its meeting held on 3rd May, 2014 has issued and allotted 12,12,37,929 equity shares of Rs. 5/- each at a price of Rs. 9/- per equity share (including premium of Rs. 4/-) for an amount aggregating to Rs. 10,911.41 lakhs to the successful applicants who subscribed to the Rights Issue of the Company in the ratio of 9 (Nine) fully paid up equity shares of Rs. 5/- each for every 5 (Five) fully paid up equity shares of Rs. 5/- held (i.e. 9:5) by the equity shareholders on the record date i.e. March 19, 2014. Consequent to the aforesaid allotment, the paid up Equity Share capital of the Company stands increased from Rs. 34,50,02,000/- (comprising of 6,90,00,400 fully paid up equity shares of Rs. 5/- each) to Rs. 95,11,91,645/- (comprising of 19,02,38,329 fully paid up equity shares of Rs. 5/- each).

9 Information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - III is attached herewith. Additional information as per guidelines issued by the Reserve Bank of India in respect of Non-Banking Financial (Non-Deposit Accepting or Holding) systemically important (NBFC-ND-SI) are given in Annexure - II, attached herewith.

10 Previous years'' financial statements have been jointly audited by M/s Vasudeo & Associates, Chartered Accountants & M/s Haribhakti & Co., Chartered Accountants.

11 Figures pertaining to the previous year have been rearranged/ regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

---

Mar 31, 2013

1 Contingent Liabilities and Commitments (to the extent not provided for) (Amount in Rs.)

Contingent Liabilities Nil Nil

II Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (Net of advances) 40,578,555 Nil

2 Operating lease-in the capacity of lessee

The Company has a cancellable operating lease arrangement for office space for a period of 3 years and is renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year amounted to Rs. 515,288 (Previous year: Rs. 104,705).

3 Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits Defined Benefit Plan:

The trustees of the gratuity scheme for the employees of the Company have entrusted the administration of the scheme to the Life Insurance Corporation of India (LIC).

4 The management is of the view that the business of the Company predominantly falls within a single primary segment viz. ''Financial and Related Services" and hence the disclosure requirement of Accounting Standard-17 ‘Segment Reporting'' notified by the Central Government under Companies (Accounting Standards) Rules, 2006, is not applicable.

5 The Company has not received any memorandum from ‘Suppliers'' (as required to be filed by the ‘Suppliers'' with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2013 as micro, small or medium enterprises. Consequently, the amount paid / payable to these parties during the year is Rs. Nil (Previous year: Rs. Nil).

6 The Company had declared an interim dividend @ 4%, amounting to Rs. 6,800,080 during the financial year ended 31st March, 2013, out of which Rs. 57,683 is unclaimed as of the reporting date.

7 Related Party Disclosures

A. Related Parties:

Holding Company : Risewell Credit Private Limited

(ceased w.e.f. 31st October, 2012)

ii. Subsidiaries : Golden Goenka Properties & Construction Private Limited

(w.e.f. 9th November, 2011 )

: Golden Goenka Financial Advisors Private Limited (w.e.f. 9th November, 2011 )

: Golden Goenka Management Consultancy Services Private Limited (w.e.f. 9th November, 2011 )

iii. Associates : Aristro Capital Markets Limited

: Purple Advertising Services Private Limited [Refer note 20 (a)] (w.e.f. 7th December, 2012)

: S2 Capital Services Private Limited

(ceased w.e.f. 7th September, 2012)

iv. Investing Company : Risewell Credit Private Limited

(w.e.f. 31st October, 2012)

B. Key Management Personnel:

v. Managing Director : Mr. Girdhari Lal Goenka

(w.e.f. 23rd November, 2011)

: Mr. Vivek Goenka

(Upto 22nd November, 2011)

vi. Executive Director : Mr. Dinesh Burman

(w.e.f. 30th May, 2012)

C. Relative of Key Management Personnel:

vii. Wife of Girdhari Lal Goenka , Managing Director : Mrs. Raj Goenka

(w.e.f. 23rd November, 2011)

8 Subsequent to the approval of the shareholders of the Company at Extraordinary General Meeting held on 23rd May, 2012, the Company has issued and allotted on 4th July, 2012, 1,75,00,000 0% Optionally Convertible Debentures (OCD) of par value of Rs. 40/- each, aggregating to Rs. 7000 lakhs to the Promoters/Promoter Group and Non-Promoters on preferential basis. Each OCD, on exercise of conversion option, shall entitle the holder of OCD to apply for and get allotted two equity shares of par value of Rs. 5/-each fully paid up at any time within a period of eighteen months from the date of allotment. As on 31st March, 2013, 1,750,000 OCDs are pending conversion.

9 As certified by one of the Joint Statutory Auditors (Vasudeo & Associates), money received towards 0% Optionally Convertible Debentures (''OCDs") has been fully utilised as per the object of the issue.

10 Subsequent to the approval of the shareholders of the Company at the Annual General Meeting held on 22nd August, 2012, the authorised Equity Share Capital of the Company has increased to Rs. 850,000,000/- divided into 170,000,000 shares of par value of Rs. 5/- each from Rs. 700,000,000/- divided into 140,000,000 shares of par value of Rs. 5/- each.

11 The Board of Directors of the Company at its meeting held on 25th September, 2012 approved the Draft Letter of Offer for Rights Issue of equity shares not exceeding Rs. 13,100 lakh. The Draft Letter of Offer was filed with the Securities and Exchange Board of India (SEBI) on September 27, 2012 and can be accessed on the SEBI website (http://sebi.gov.in). The Company has received observations from SEBI vide letter dt. April 03, 2013 and the Company alongwith the lead manager to the issue are in the process of completing the formalities in this regard.

12 The Board of Directors of the Company at its meeting held on 30th May, 2013 approved the issue and allotment of 3,500,000 equity shares of par value of Rs. 5/- each fully paid up at a premium of Rs. 15/- each to Promoter Group on conversion of 1,750,000 0% Optionally Convertible Debentures (''OCDs") of par value of Rs. 40/- each in the ratio of two equity shares of par value of Rs. 5/- each fully paid up for one OCD of par value of Rs. 40/- each.

13 Information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - III is attached herewith. During the year, the Company has become systemically important (NBFC-ND-SI) as per the aforesaid Prudential Norms and accordingly the additional information as required is given in Annexure - II, also attached herewith.

14 Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

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Mar 31, 2012

(a) Rights, preferences and restrictions in respect of each class of shares including restrictions on the distribution of dividends and the repayment of capital:

The Company's authorised capital consist of one class of shares, referred to as equity shares, having par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share.

During the year ended 31st March, 2012 the Company has paid an interim dividend @ 4% aggregating to Rs. 6,800,080.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining asset of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

4 Long-Term Borrowings

Note:

(a) During the year 500,000 (Previous Year : Nil), 12.75% Redeemable Non-Convertible Debentures (NCDs) of the face value of Rs. 1,000/- each aggregating to Rs. 500,000,000 (Previous Year: Nil) were issued and allotted on private placement basis.

(b) The NCDs are redeemable at the end of 5 years (from date of allotment i.e.7th March, 2012) at a premium of 5% of the face value. Interest on these debentures is payable semi-annually on 1st April and 1st October (except in case of first interest payment, being paid on 31st March, 2012). These debentures were rated as CARE BB (-).

(c) The NCDs are secured by mortgage over the Company's immovable property located in Gujarat, and by hypothecation of stock and trade receivable/ debtors both as agreed between the Company and the Trustee for the Debenture Holders.

1 Deferred Tax Assets (Net)

In terms of Accounting Standard 22, the deferred tax assets (DTA) recognised during the year is Rs. 556,299 (Previous year: Rs. Nil) and the deferred tax liabilities recognised during the year is Rs. 323,589 (Previous year: Rs. Nil), consequently the net DTA as at 31st March, 2012 stands at Rs. 232,710 (Previous year: Rs. Nil).

2 Contingent Liabilities and Commitments (to the extent not provided for) (Amount in Rs.)

Particulars As at As at 31st March, 2012 31st March,2011#

I Contingent Liabilities Nil Nil

II Commitments Nil Nil

3 Operating lease-in the capacity of lessee

The Company has a cancellable operating lease arrangement for office space for a period of 3 years and is renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year amounted to Rs. 104,705 (Previous year: Rs. 21,000).

4 Disclosure pursuant to Accounting Standard (AS) 15 (Revised) - Employee Benefits Defined Benefit Plan:

(A) Gratuity benefit to employees are not funded. The following table sets out the details of amount recognised in the financial statements in respect of employee benefit schemes:

(B) Leave benefits to employees are not funded. The following table sets out the details of amount recognised in the financial

5 Disclosure pursuant to Accounting Standard (AS) 17- Segment Reporting

(i) The Company has identified two reportable segment viz. Trading' and ‘Financing and related services' segment. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns associated with the segments.

(ii) The Company has identified business segment as the ‘primary segment' for the purpose of disclosure. The Segment revenue, results, assets and liabilities include the respective amounts identifiable to each segment and amounts allocated on a reasonable basis. Company Operates in a single Geographical segment. Hence, secondary Geographical segment information disclosure is not required.

(iii) The accounting policies adopted for segment reporting are in line with the accounting policies used in preparation of the financial statements with following additional policies for segment reporting.

(iv) The reportable Segments are further described below :

Trading' includes dealing in Shares, Securities and commodities. ‘Financing and related services' segment includes all loans and advances to individuals & corporates, consultancy & advisory services relating to finance.

6 The Company has not received any memorandum from ‘Suppliers' (as required to be filed by the ‘Suppliers' with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2012 as micro, small or medium enterprises. Consequently, the amount paid / payable to these parties during the year is Rs. Nil (Previous year: Rs. Nil).

7 Haribhakti & Co. have been appointed as Joint Statutory Auditors pursuant to the approval of the Shareholders vide resolution passed through postal ballot dated 24th March, 2012.

8 The Company has declared an interim dividend @ 4%, amounting to Rs. 6,800,080 during the current financial year ended 31st March, 2012, out of which Rs. 535,654 is unclaimed as of the reporting date.

9 Related Party Disclosures

A. Related Parties:

Holding Company : Risewell Credit Private Limited

(w.e.f. 19th May, 2011)

ii. Subsidiaries

: Golden Goenka Properties & Construction Private Limited

(w.e.f. 9th November, 2011 ) : Golden Goenka Financial Advisors Private Limited

(w.e.f. 9th November, 2011 )

: Golden Goenka Management Consultancy Services Private Limited (w.e.f 9th November, 2011 )

iii. Associate : Aristro Capital Markets Private Limited : Mehra Capital Market Limited

(Upto 8th September, 2010) : S2 Capital Services Private Limited

(w.e.f 28th December, 2011)

iv. Investing Company : Risewell Credit Private Limited

(Upto 18th May, 2011)

B Key Management Personnel:

v. Managing Director

: Mr. Girdhari Lal Goenka (w.e.f. 23rd November, 2011)

: Mr. Vivek Goenka

(Upto 22nd November, 2011)

C Relative of Key Management Personnel:

vi. Wife of Girdhari Lal Goenka , Managing Director

: Mrs. Raj Goenka

(w.e.f 23rd November, 2011)

10 Previous year's financial statements have been audited by M/s Vasudeo & Associates, Chartered Accountants.

11 During the year, the Company vide resolution dated 16th September, 2011, at Annual General Meeting accorded approval to the Board to offer, issue and allot equity shares of Rs. 10/- each, for cash for a sum up to Rs. 131 crores or such sum as may be prescribed by the Board in this regard in the ratio to be determined by the Board and mentioned in the draft letter of offer to be issued by the Company in respect of rights issue. The Company is in the process of executing the proposed rights issue as of the reporting date. The Company in the Extra-Ordinary General Meeting held on 23rd May, 2012, informed the shareholders that the par value per equity share of Rs. 10/- each as mentioned in the resolution dated 16th September, 2011 stands at Rs. 5/- each [Also refer note 38].

12 Pursuant to the approval of the Shareholders vide resolution passed through postal ballot dated 24th March, 2012, the equity shares of face value of Rs. 10/- each were sub-divided into two equity shares of face value of Rs. 5/- each on record date of 4th May, 2012. Accordingly, authorised Equity Share Capital of the Company comprising of 70,000,000 Equity Shares of Rs. 10/- each stands revised to 140,000,000 Equity Shares of Rs. 5/- each.

13 The Shareholders vide resolution dated 23rd May, 2012, passed in Extra Ordinary General Meeting accorded approval to the Board to offer, issue and allot up to 17,500,000, 0% Optionally Convertible Debentures ("OCDs") of face value of Rs.40/- each, aggregating to Rs. 700,000,000 in one or more tranches, to the Promoters/ Promoter Group and Non-Promoters on a preferential basis with an option to convert each OCD held into two equity shares of Rs. 5/- each [Also refer note 38] fully paid-up at any time within 18 months from the date of allotment of OCDs.

14 As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the financial statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended 31st March, 2012 are prepared in accordance with the Revised Schedule VI. Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary, to make them comparable with those of current year.

15 Information as required by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 is furnished vide Annexure - II to the Notes to Financial Statements attached herewith.

16 Figures pertaining to the previous year have been rearranged/regrouped, reclassified and restated, wherever necessary to make them comparable with those of current year.

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Mar 31, 2011

1. Confirmation from parties for amounts due to them/amounts due from them as per accounts of the Company are not received. Necessary adjustments, if any, will be made when the accounts are reconciled.

2. Information about Business and Geographical Segments Business Segments Pursuant to the Accounting Standard - 17 on "SEGMENT REPORTING", the following Business Segments have been reported.

Shares & Securities includes dealing in shares and other securities. Finance includes all loans & advances to individuals & companies. Others includes other income of the Company.

3B. Geographical Segment: The Company's business is mainly concentrated in similar geographical, political and economical conditions. Hence disclosure for geographical segment is not required.

4. Basic Earning per Share has been computed in accordance with Accounting Standard-20 "Earning Per Share". Basic Earning per Share is computed by dividing Net Profit/(Loss) after Tax by the Weighted Number of Equity Shares outstanding during the year.

5. RELATED PARTY DISCLOSURE

(A) The Company has transactions with its related parties comprising associates, key management personnel and relatives of key management personnel.

i) Relative of Key Management Personnel

1. Ms. Ekta Mehra ( Daughter of Mr. Binod Kumar Mehra, Director) *

2. Mrs. Anita Mehra **

3. Mrs. Raj Goenka (Wife of Mr. G. L. Goenka, Director)

* Transactions reported upto October 28, 2010

** Transactions reported upto September 29, 2010

ii) Associates

1. Mehra Capital Market Ltd.*

2. Aristro Capital Market Pvt Ltd.

3. Risewell Credit Pvt Ltd.

* Transactions reported upto September 08,2010

iii) Key Management Personnel

1. Vivek Goenka (Managing Director)

6. Details of non-performing assets purchased/sold

The Company has sold certain non-performing assets in terms of the guidelines issued by RBI circular no. DBOD.No.BP.BC.16/21.04.048/2005-06 dated July 13, 2005 on such sale.

7. The Company has assigned certain leased assets aggregating to Rs.62,94,855 and full amount has been received.

8. A) Deferred Tax has been accounted in accordance with the requirement of Accounting Standard on" Taxes on Income" (AS 22).

B) The major components of the Deferred Tax, based on the tax effect of the timing differences, as at 31st March, 2011 are timing difference in depreciable assets and amortization of Preliminary Expenses but the deffered tax asset has not been recognized as there is no reasonable certainity that the Company would earn profits in the near future however the reversal of Deffered Tax liability has been accounted for.

Deferred Tax has also not been provided on unabsorbed business losses and unabsorbed depreciation as there is no virtual certainty that the company would earn profits in the near future.

9. Regarding impairment of assets, on assessment, it has been ascertained that no potential loss is present. Accordingly, no impairment loss has been provided in the Books of Account.

10. The Company has not received intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to their outstanding amount and interest have not been made.

11. The Company is registered as NBFC with RBI, Kolkata. It has received the certificate of NBFC from RBI, Kolkata. The Company has transferred an amount of Rs. 9,32,080 to Statutory Reserve Account as required by Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

12. Listing fees includes an amount of Rs. 1,20,885 paid to Calcutta Stock Exchange and Bombay Stock Exchange and Legal & Professional charges includes an amount of Rs. 1,93,025 paid in Connection with forthcoming right issue but the right issue was not proceeded with, as the management decided to withdraw the same.

13. In the opinion of the management the market value of the quoted investment compared against their cost value have not suffered any permanent diminution and accordingly no provision for diminution in the value has been made during the year.

14. Required in terms of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998

15. Previous year's figures have been regrouped, re-classified and/ or renamed to confirm to this year's classification.

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Mar 31, 2010

1) Additional informations pursuant to the provisions of para 3,4C & 4D of Part II of Schedule VI of the Companies Act 1956 are given below :

2) Sundry Debtors includes Rs. 18,30,030/- and Fixed Assets includes Rs. 56,00,925/- due on account of lease rentals and assets given on lease, from certain parties against which the Company has preferred recovery proceedings and the matter is sub-judice.

3) Confirmation from parties for amounts due to them/amounts due from them as per accounts of the company are not received. Necessary adjustments, if any, will be made when the accounts are reconciled.

4) Basic earning per Share has been computed with reference to Profit/(Loss) after tax of Rs. 4,09,451.83 [Previous Year Rs. (32,47,505.58)] and Equity Shares outstanding (nominal value Rs. 10) during the year aggregating to (2999900 shares)

5) A. Deferred Tax has been accounted in accordance with the requirement at Accounting Standard on "Taxes on Income" (AS 22).

B. The major components at the Deferred Tax /Liabilites, based on the tax effect of the timing differences, as at 31st March, 2010 are timing difference in depreciable assets amounting to Rs. 2164.

8) Name of related parties and description of relationship :

1. Relative of Key Management Personal : Ms. Ekta Mehra. (Daughter of

Mr. Binod Kr. Mehra, Director)

2. Associates : Mehra Capital Market Ltd.

6A. GEOGRAPHICAL SEGMENT :

The Companys business is mainly concentrated in similar geographical, political and economical conditions. Hence disclosure for geographical segment is not required.

7. Regarding impairment of assets, on assessment, it has been ascertained that no potential loss is present, except the asset that was leased to M/s. Prakash Industries Ltd. and M/s. Sanderson Industries Ltd. the matter is subjudice in court and the management is of the opinion that full value of the asset will be recovered. So the provision for impairment of asset is not provided.

8. The company is registered as NBFC with RBI, Kolkata. It has received the certificate of NBPG from RBI, Kolkata. The company has transferred an amount of Rs. 46,900 to Statutory Reserve Account as required by Non-Banking Financial companies Prudential Norms (Reserve Bank) Directions, 1998.

9. Dues of Micro, Small and Medium Enterprises - NIL

10. Required in terms of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998

(Rs. In Lakhs)

Particulars

LIABILITIES SIDE :

1) Loans and advances availed by the NBFCs Amount Amount

Inclusive of interest secured thereon but not paid outstanding overdue

a) Debentures : Secured

Unsecured

(other than falling within the

meaning of public deposits*) NIL

b) Deferred Credits

c) Term Loans

d) Inter-Corporate loans and borrowing

e) Commercial Paper

f) Public Deposits*

g) Other Loans (specify nature)

11. Previous years figures have been regrouped, re-calssified and/or renamed to confirm to this years classification.