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Directors Report of Indo Credit Capital Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting herewith their 21st Annual Report for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs in Lacs)

PARTICULARS 2013-14 2012-13

Gross Income from Operations / Sale of Shares 4.51 6.25

Less : Total Expenditure 4.40 5.78

Gross Profit/(Loss) before Interest, Depreciation and Taxation 0.16 0.51

Profit / (Loss) Before Tax 0.12 0.47

Profit / (Loss) After Tax 0.09 0.38

Prior period items — —

Special Reserve Fund (RBI) (0.02) (0.08)

Balance of Profit/(Loss) brought forward (39.61) (39.91)

Balance carried to the Balance Sheet (39.54) (39.61)

DIVIDEND

In view of inadequacy of distributable profits your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

On account of overall economic slowdown, liquidity crisis faced by the Company and blocking of investment. Your Company is striving hard to restructure its business activities and also trying new avenues to provide impetus to the operations of the Company and achieve target as per business plan of the Company.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits during the Financial Year 2013-14 from public. There are no unpaid deposits or unpaid interest on deposits outstanding at the end of the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Anil Bhandari, director of the Company, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his re-appointment respectively.

Also during the year, Mr. Mahendra Singh has been appointed as additional director of the company w.e.f. 07th February, 2014. His brief resume is given in the explanatory statement attached to the Notice convening the Twenty First Annual General Meeting of the Company. Your Directors recommend his re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Uttareshwar Vyas and Mr. Mahendra Singh as Independent Directors of the Company. As per Section 149 of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

Appropriate resolutions seeking your approval for the re-appointment of directors of the company are included in the notice convening the 21st Annual General Meeting of the company.

AUDITORS

M/s. Naimish Shah & Co., Chartered Accountants, Ahmedabad the Statutory Auditors of the Company retire on the conclusions of the ensuing 21st Annual General Meeting of the Company and being eligible offer themselves for reappointment. You are requested to consider their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

(ii) that the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the profit of the Company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the directors had prepared the annual accounts for the financial year ended 31st March, 2014 on a "going concern" basis.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis report and the Corporate Governance practices followed by the Company and the Auditors Certificate on Companies of mandatory requirements are given as an Annexure "A & B" respectively to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the same is not applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of '' 60,00,000/- or more per annum/'' 5,00,000/- or more per month of the Company during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks to the Banks, Central and State Government, RBI and devoted staff members for their continuous contribution to the growth and progress of the Company.

The directors also express their gratitude to the shareholders for the confidence reposed in the management.

For & on behalf of the Board of Directors

Place : Ahmedabad Aji P George Uttareshwar Vyas Anil Bhandari Date :14th August, 2014 Executive Director Director Director Din: 00439554 Din: 01905833 Din:02718111

REGISTERED OFFICE

304, Kaling, Near Mt.Carmel School, B/H. Bata Show Room,Ashram Road, Ahmedabad-380 009 Tele Fax - 079-26580366 CIN: L65910GJ1993PLC020651 Email - indocredit@rediffmail.com Website: www.indocreditcapital.com


Mar 31, 2010

The Members,

The Directors have pleasure in presenting herewith their 17th Annual Report for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rupees in Lacs)

PARTICULARS 2009-2010 2008-2009

Gross Income from Operations/Sale of Shares 4.43 4.09

Less: Total Expenditure 3.14 3.50

Gross Profit/(Loss) before Interest, Depreciation and Taxation 1.34 0.63

Profit / (Loss) before Tax 1.29 0.59

Profit / (Loss) after Tax 1.28 0.51

Prior period items 0.06 —

Special Reserve Fund (RBI) (0.26) (0.10)

Balance of Profit/(Loss) brought forward (31.27) (31.78)

Balance carried to the Balance Sheet (30.29) (31.37)

DIVIDEND

In view of inadequacy of distributable profits your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

On account of liquidity crisis and blocking of investment, the optional activities run at snail's space. Your Company is striving hard to restructure its business activities and also trying new avenues to provide impetus to the operations of the Company.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits during the Financial Year 2009-10 from public. There are no unpaid deposits or unpaid interest on deposits outstanding at the end of the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and articles of association of the Company, Shri Uttreshwar Vyas, director of the Company, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. Your Directors recommend his re-appointment.

Appropriate resolutions seeking your approval for the re-appointment of directors of the company are included in the notice convening the 17th Annual General Meeting of the company.

Also during the year, Shri Anil Bhandari has been appointed as additional director of the company w.e.f. 24th December, 2009. His brief resume is given in the explanatory statement attached to the Notice convening the Seventeen Annual General Meeting of the Company. Your Directors recommend his re-appointment.

Also during the year, Shri Aji P George has been appointed as an Executive Director of the company w.e.f. 29th December, 2009. His brief resume is given in the explanatory statement attached to the Notice convening the Seventeen Annual General Meeting of the Company. Your Directors recommend his re-appointment.

Appropriate resolutions seeking your approval for the appointment of above persons as director of the company are included in the notice convening the 17th Annual General Meeting of the company.

AUDITORS

M/s. Naimish Shah & Co., Chartered Accountants, Ahmedabad the Statutory Auditors of the Company retire on the conclusions of the ensuing 17th Annual General Meeting of the Company and being eligible offer themselves for re- appointment. You are requested to consider their reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirr. .3 that:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and there are no material departures.

(ii) that the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the loss of the Company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis report and the Corporate Governance practices followed by the Company and the Auditors Certificate on Companies of mandatory requirements are given as an Annexure "B & C" respectively to this report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the same is not applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of Rs. 24,00,000/- or more per annum/Rs. 2,00,000/- or more per month of the Company during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks to the Banks, Central and State Government, RBI and devoted staff members for their continuous contribution to the growth and progress of the Company.

The directors also express their gratitude to the shareholders for the confidence reposed in the management.

For & on behalf of the Board of Directors

AJI P GEORGE Executive Director

Place : Ahmedabad Date : 25th August, 2010


Mar 31, 2009

The Directors have pleasure in presenting herewith their 16th Annual Report for the year ended 31st March, 2009.

Financial Performance

(Rupees in Lacs)

Particulars 2008-09 2007-08

Gross Income from Operations / Sale of Shares 4.09 (0.03)

Less: Total Expenditure 3.50 11.39

Gross Profit/(Loss) before Interest, Depreciation and 0.63 (11.38)

Taxation

Profit / (Loss) before Tax 0.59 (11.42)

Profit / (Loss) after Tax 0.51 (11.44)

Prior period items - 21.01

Special Reserve Fund (RBI) (0.10) (0.82)

Balance of Profit/(Loss) brought forward (31.78) 1.48

Balance carried to the Balance Sheet (31.37) (31.78)

DIVIDEND

In view of inadequacy of distributable profits your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

OPERATIONS

On account of liquidity crisis and blocking of investment, the company could not carryout desired operations. Due to this, the financial performance of the Company is not as projected. Your Company is striving hard to restructure its business activities and also trying new avenues to re-activate the operations of the Company.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits during the Financial Year 2008-09 from public. There are no unpaid deposits or unpaid interest on deposits outstanding at the end of the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and articles of association of the Company, Shri Nirmal Khetan and Shri Manmohan Baliga, directors of the Company, retires by rotation and being eligible offers themselves for re-appointment at the ensuing Annual General Meeting. Your Directors recommend their re-appointment. Appropriate resolutions seeking your approval for the re- appointment of directors of the company are included in the notice convening the 16th Annual General Meeting of the company.

During the year Shri Hemant Dave and Shri Dilip Parikh resigned from the office of director of the Company w.e.f. 3rd October, 2008 and 30th October, 2008 respectively. Your Directors place on record their appreciation of the contribution made by them during their tenure as directors of the Company.

Brief Resume of the Directors to be appointed / re-appointed is given in the Annexure to the Notice convening the Fifteenth Annual General Meeting of the Company.

Also during the year Shri Aji P George has been appointed as additional directors of the company w.e.f.30th October, 2008

Appropriate resolutions seeking your approval for the appointment of above persons as director of the company are included in the notice convening the 13th Annual General Meeting of the company.

Brief Resume of the Directors to be appointed / re-appointed is given in the explanatory statement attached to the Notice convening the Eighteenth Annual General Meeting of the Company.

AUDITORS

M/s. Naimish Shah & Co., Chartered Accountants, Ahmedabad the Statutory Auditors of the Company retire on the conclusions of the ensuing 16th Annual General Meeting of the Company and being eligible offer themselves for re- appointment. You are requested to consider their reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors, hereby confirms that:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed and there are no material departures.

(ii) that the directors have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the current financial year and of the loss of the Company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

(iv) that the directors had prepared the annual accounts for the financial year ended 31st March, 2009 on a "going concern" basis.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good corporate governance. A report in line with the requirements of Clause 49 of the listing agreement on Management Discussion and Analysis report and the Corporate Governance practices followed by the Company and the Auditors Certificate on Companies of mandatory requirements are given as an Annexure "B & C" respectively to this report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are not given as the same is not applicable to the Company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of Rs. 24,00,000/- or more per annum/Rs. 2,00,000/- or more per month of the Company during the year. Hence, no information is required to be furnished as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks to the Banks, Central and State Government, RBI and devoted staff members for their continuous contribution to the growth and progress of the Company.

The directors also express their gratitude to the shareholders for the confidence reposed in the management.

For & on behalf of the Board of Directors

Place: Ahmedabad AJI P GEORGE

Date : 30th June, 2009 Director