Directors Report of Jhaveri Credits & Capital Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the 21st Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. in lacs)

Year ended Year ended Particulars on 31-3-2015 on 31-3-2014

Revenue from Operations & Other Income 188.28 321.85

Less: Total Expenditure 171.80 269.59

OPERATING PROFIT 16.48 52.26

Less: Finance Costs 8.21 10.25

GROSS PROFIT/LOSS FOR THE YEAR 8.27 42.01

Less: Depreciation and Amortization expense

PROFIT/LOSS FOR THE YEAR 4.40 38.08

Less: Provision for Taxation 1.85 12.00

Less: Deferred Tax Liability (0.57) (0.33)

Add. Short Provision of Income Tax 00 1.37

PROFT AFTER TAX 3.12 25.04

STATE OF COMPANY'S AFFAIRS

During the year under review, the total Income of the Company was Rs. 188.28 Lacs against Rs. 321.85 in the previous year. The Company has earned a Profit after tax of Rs. 3.21 lacs compared to Rs. 25.04 lacs in the previous year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors' Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2015, the Company is proposed to carry an amount of Rs 3.12 lacs to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2015.

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information.

DIRECTORS

Mr. Rajesh J Jhaveri & Mr. Kamlesh J Jhaveri were appointed as Managing Director & Whole-time Directors on remuneration as decided in 19th Annual General Meeting held on 10th August 2013 for term of three years with effect from 1 st August 2013 till 31st July 2016

As per Section 152 of the Companies Act, 2013, Mr. Jitendra B Jhaveri & Mr. Bhaderesh J Jhaveri Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers herself for re-appointment.

Mr. Bimal D Mehta, Mr. Kantilal N Patel & Mr. Ashesh J Trivedi, were appointed as Independent Directors liable to retire by rotation under the erstwhile applicable provisions of Companies Act, 1956. The Company has received declaration from these Directors that they meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. They being eligible and offering them self for appointment, is proposed to be appointed as an Independent Director of your Company effective from 2nd January, 2015 to 2nd January, 2020 subject to approval of members in ensuing General Meeting.

Mr. Rajesh J Jhaveri, Mr. Kamlesh J Jhaveri, Mr. Jitendra B Jhaveri & Mr. Bhaderesh J Jhaveri are also directors of M/s. Jhaveri Hightech Agro Limited & M/s. Maulik Kruti Resources Limited which are Associate Companies

Mr. Ashesh J Trivedi is also director without any pecuniary interest in M/s. Jhaveri Hightech Agro Limited which is Associate Company.

Mrs. Bela R Jhaveri was appointed as Additional Director (Woman Director) with effect from 27-03-2015.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2014-15

No. of Directors SN Date of Meeting Board Strength Present

1 02-05-2014 7 6

2 30-05-2014 7 6

3 02-07-2014 7 6

4 14-08-2014 7 6

5 02-09-2014 7 6

6 27-10-2014 7 6

7 14-11-2014 7 6

8 02-01-2015 7 6

9 07-02-2015 7 6

10 27-03-2015 7 6

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS' REPORT

1) Independent Auditors Report

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. K H & Associates, Practicing Company Secretaries to Conduct Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to this report.

As the Secretarial Auditor has stated in their report that Company not complied with Section 108 of Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014. & clause 35(b) of Listing Agreement i.e. compliance relating to e-voting, the Board of Directors of Company hereby clarify that the Company had entered in to tripartite agreement between the Company, Register & Transfer Agent M/s MCS Share Transfer Agent Ltd. and the National Securities Depository Limited (NSDL) for availing services of electronic voting platform of NSDL on 1st July, 2014 but due to confusion of applicability of relevant provisions the Company had not opted to provide electronic voting platform to its shareholders.

NOMINATION AND REMUNERATION COMMITTEE

The Company’s Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in Category of the the Committee Director

Mr. Bhaderesh Chairman / Member Non Executive J. Jhaveri Non Independent Director

Mr. Ashesh J Trivedi Member Non Executive Independent Director

Mr. Kantilal N Patel Member Non Executive Independent Director

Board of Directors of Jhaveri Credits and Capital ltd. has resolved to establish a Nomination and Remuneration Committee among its members, which shall prepare the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the managing director and other executives of the company as well as the remuneration schemes of the personnel.

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2015:

SN Date of Transaction Particular/Purpose/ Amount of Nature of Transaction Transaction

Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2015 for your kind perusal and information. The Company has not entered into any new contract or agreement under section 188 of Companies Act, 2013. In financial year 2014-15 and hence the provisions of Section 134(3)(h) is not attracted and has not prepared FORM No. AOC-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

KEY MANAGERIAL PERSONNEL

During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Rajesh J. Jhaveri – Managing Director Mr. Kamlesh J. Jhaveri – Whole-time Director Mr. Vatsal Desai – CFO (From 27/03/2015) Mr. Chintan Vakil – Company Secretary (From 01/11/2014) Mr. Rahul S. Mandlik – CFO (From 01/11/2014 to 07/02/2015) Mrs. Richa Prashar – Company Secretary (from 06/09/2008 to 01/07/2014)

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2015 are mentioned in the Extract of the Annual Return which is attached to the Directors' Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV

REPORT ON CORPORATE GOVERNANCE

In compliance with the provision of Clause 49 of the Listing Agreement, a separate report on Corporate Governance is annexed herewith as ANNEXURE: - V to this report. And Certificate from Managing Director/CEO issued in accordance with the provisions of Clause 49 of the Listing Agreement is annexed herewith as ANNEXURE: - VI

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

HOLDING/ SN NAME AND ADDRESS CIN/GLN SEBSARY/ % of shares OF THE COMPANY ASSOCIATE held

1. Maulik Kruti U65910GJ1996PLC029769 ASSOCIATE 43.77% Resources Ltd.

2. Jhaveri Hightech U29939GJ1995PLC024589 ASSOCIATE 39.38% Agro Limited

Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate Companies in Form AOC-1 Part "B" is annexed herewith as ANNEXURE:- VII

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 AND Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.ihavericommodity.com

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Date: - 30-05-2015 for and on behalf of Board of Directors Place: - Vadodara of M/s Jhaveri Credits & Capital Ltd



Rajesh J. Jhaveri Managing Director DIN:00266182

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Mar 31, 2014

Dear Members

The Directors of your Company present to you the 20th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales & Other Income 321.85 481.59

Total Expenditure 269.59 410.87

Operating Profit 52.26 70.72

Interest, Finance Charges & Exchange variation 10.25 37.56

Gross Profit/ (Loss) for the year 42.01 33.16

Depreciation 3.92 5.87

Profit / (Loss) for the year 38.08 27.29

Less: Provision for Taxation 12.00 8.50

Less: Differed Tax Liability (0.33) (1.59)

Add: Short provision of Income Tax 1.37 -

Profit after Tax 25.04 20.38

DIVIDEND

The Directors do not recommend any dividend in view of retention of funds in the business.

REVIEW OF OPERATIONS

The income fortheyear2013-14 has decreased to 321.85 Lacs from Rs481.59 lacs in year2012-13.

The company earned a surplus of Rs. 38.08 Lacs for the year ended 31.03.2014 against Rs. 27.29 Lacs in the previous year before claim for depreciation.

The performance of the company is in stabilized trend in broking and delivery based transaction in precious metals and agro products. The spot exchange dealings are in terms of business operations. The growth is cost oriented development and positive venture for future. The company has expanded the network of branches and authorised persons at pan Gujarat and is able to establish its brand " Jhaveri" in the field of broking, trading and retailing.

Company is marking "Jhaveri Brand" at all locations and has resulted the growth, stability and prosperity in metals, pulses and cereals. We are very optimistic to have huge volumes and positive returns with the brand in commodity market in the time to come.

FIXED DEPOSITS

The Company is not accepting public deposits. The amount of unclaimed deposits as on 31st March, 2014 was NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ending on 31st March, 2014.

iii) The Directors have taken proper 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.

iv) The Directors have prepared the annual accounts on going concern basis.

DIRECTORS

In pursuance of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Jitendra B. Jhaveri, and Shri Bimal D. Mehta are directors of the company, retire by rotation and being eligible, offer themselves for reappointment.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure I) which forms part of the Directors'' Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors'' Report (Annexure II).

Auditors'' Certificate regarding compliance of conditions of Corporate Governance is given in the (Annexure IV).

AUDITORS

To appoint statutory auditors of the company to hold the office from the conclusion of this Annual General Meeting to the next Annual General Meeting of the Company and to fix their remuneration.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

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

The information required under the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company has no employees whose particulars are to be disclosed in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION

Your Directors would like to place on record their appreciation and thanks to the Banks, Company''s customers, suppliers, investors and employees for their valuable support and co-operation.

By Order of the Board of Directors For Jhaveri Credits & Capital Ltd.

Place :Baroda. Rajesh J. Jhaveri Date:30.05.2014 Managing Director DIN NO. 00266182

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Mar 31, 2013

To, The Members of Jhaveri Credits & Capital Ltd.

Vadodara.

The Directors of your Company present to you the 19th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended

Particulars 31.03.2013 31.03.2012

Sales & Other Income 481.59 425.67

Total Expenditure 410.87 368.43

Operating Profit 70.72 57.24

Interest, Finance Charges & Exchange variation 37.56 22.46

Gross Profit/ (Loss) for the year 33.16 34.78

Depreciation 5.87 6.66

Profit / (Loss) for the year 27.29 28.12

Less: Provision for Taxation 8.50 8.00

Less: Differed Tax Liability (1.59) (0.69)

Add: Excess provision of Income Tax - 1.99

Profit after Tax 20.38 22.80

DIVIDEND

The Directors do not recommend any dividend in view of retention of funds in the business.

REVIEW OF OPERATIONS

The income for the year 2012-13 has increased to 481.59 Lacs from Rs 425.67 lacs in year 2011-12.

The company earned a surplus of Rs. 33.16 Lacs for the year ended 31.03.2013 against Rs. 34.78 Lacs in the previous year before claimed for depreciation.

The performance of the company picking up upward trend in broking and delivery based transaction in precious metals and spot exchange dealings in terms of volume profit and business operations. The growth is cost oriented development and positive venture for future. The activation of National Spot Exchange Ltd. has provided good opportunity and promising future for delivery based commodity transactions. The company has expanded the network of branches and authorized persons at pan Gujarat.

Company is marking "Jhaveri Brand" at all locations has resulted the growth, stability and prosperity in matters, pulses and cereals. We are very optimistic to have huge volumes and positive returns with the brand in commodity market in the time to come.

FIXED DEPOSITS

The Company is not accepting public deposits. The amount of unclaimed deposits as on 31st March, 2013 was NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ending on 31st March, 2013.

iii) The Directors have taken proper 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.

iv) The Directors have prepared the annual accounts ongoing concern basis.

DIRECTORS

In pursuance of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Bhaderesh J. Jhaveri, is director of the company, retire by rotation and being eligible, offer themselves for reappointment.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure I) which forms part of the Directors'' Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors'' Report (Annexure II).

Auditors'' Certificate regarding compliance of conditions of Corporate Governance is given in the (Annexure IV).

AUDITORS

M/s Mukund & Rohit, Chartered Accountants, Baroda, the Auditor of the company hold the office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment. You are requested to appoint the statutory Auditors for the Company and to fix their remuneration.

AUDITORS'' REPORT

The observations made in the Auditors'' Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company has no employees whose particulars are to be disclosed in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION

Your Directors would like to place on record their appreciation and thanks to the Banks, Company''s customers, suppliers, investors and employees for their valuable support and co-operation.

By Order of the Board of Directors

For Jhaveri Credits & Capital Ltd.

Place: Baroda.

Date: May 30, 2013

Rajesh J. Jhaveri

Managing Director

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Mar 31, 2011

To The Members of Jhaveri Credits & Capital Ltd.

The Directors of your Company present to you the 17th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Sales & Other Income 324.55 192.02

Total Expenditure 272.73 145.28

Operating Profit 51.82 46.74

Interest, Finance Charges & Exchange 3.94 3.17 variation

Gross Profit/ (Loss) for the year 47,88 43.57

Depredation 4.65 4.20

profit / (Loss) for the year 43.23 39.37

Less: Provision for Taxation 8.00 20.00

Less: Differed Tax Liability {0,40) 0.12

Add: Excess provision of Income Tax 0,00 1.59

Profit after Tax but before Prior Period 35,63 20.84 Adjustment

Prior Period Adjustments 0,00 0.2l

Profit After tax and prior period adjustments 35.63 20.63

Balance Brought Forward 43.73 27.22

Transfer to Special General Reserve _ _

Balance Carried forward to Balance Sheet 79.36 47,85

DIVIDEND

The Directors do not recommend any dividend in view of retention of funds in the business.

REVIEW OF OPERATIONS

The income for the year under review has increased to 283.09 Lacs from Rs 163.23 lacs In year 2010-11.

The Company has earned profit of Rs 35,63 Lacs for the year ended 31,03.2011 as against a profit of Rs. 20.64 lacs in the previous. The performance of the Company is taking upward trend as increase in the Volume, Profit and various business operations. The company is ready to take operations at "National Spot Exchange Ltd" in very short period, to have expansion opportunity and advantages With deployment of Branches and Authorized Person's network at all over Gujarat.

Company Is able to establish its brand Into " Jhaveri " as the member of MCX, NCDEX and NSEL , the growth, positive results and stability is reached in the commodities like Gold, Silver, Other Precious Metals, Pulses and cereals with broking Involvement in the past few years. The Results of the year under operations are also encouraging and we optimistic to have breakthrough in brand in the commodity market In the time to come.

FIXED DEPOSITS

The Company Is not accepting public deposits. The amount of unclaimed deposits as on 31st March, 2011 was NIL,

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii} The Directors have selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ending on 31st March, 2011.

iii) The Directors have taken proper care for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 1955 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on going concern basis.

DIRECTORS

In pursuance of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Jitendra B. Jhaveri and Shri Bhaderesh J, Jnaveri, directors retire by rotation and being eligible, offer themselves for reappointment,

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure I) which forms part of the Doctors' Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors Report (Annexure II).

Auditors' Certificate regarding compliance of conditions of Corporate Governance Is given in the (Annexure IV).

AUDITORS

M/s Mukund & Rohit, Chartered Accountants, Baroda, the Auditor of the company hold the office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment. You are requested to appoint the statutory Auditors for the Company and to fix their remuneration.

AUDITORS' REPORT

The observations made in the Auditors' Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act,1956.

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

The information required under the provisions of Section 217{l){e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, I988, are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company has no employees whose particulars are to be disclosed in terms of Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION

Your Directors would like to place on record their appreciation and thanks to the Banks, Company's customers, suppliers, investors and employees for their valuable support and co-operation,

By Order of the Board of Directors

For Jhaveri Credits& Capital Ltd.

Place :Baroda.

Date : 02.09.2011 Rajesh J. Jhaveri

Managing Director

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Mar 31, 2010

The Directors of your Company present to you the 16th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended Particulars 31.03.2010 31.03.2009

Sales & Other Income 192.02 130.13

Total Expenditure 145.28 96.27

Operating Profit 46.74 33.86

Interest, Finance Charges & Exchange variation 3.17 1.09

Gross Profit/ (Loss) for the year 43.57 32.77

Depreciation 4.20 3.80

Profit / (Loss) for the year 39.37 28.97

Less: Provision for Taxation 20.00 8.50

Less: Differed Tax Liability 0.12 0.10

Add: Excess provision of Income Tax 1.59 0.00

Profit after Tax but before Prior Period Adjustment 20.84 20.37

Prior Period Adjustments 0.21 0.00

Profit After tax and prior period adjustments 20.63 20.37

Balance Brought Forward 27.22 10.92

Transfer to Special General Reserve NIL 4.07

Balance Carried forward to Balance Sheet 47.85 27.22

DIVIDEND

The Directors do not recommend any dividend in view of insufficient profit.

REVIEW OF OPERATIONS

The income for the year under review has increased to 163.23 Lacs from Rs 110.18 lacs in year 2009-10. The Company has earned profit of Rs 20.64 Lacs as against a profit of Rs. 20.37 lacs in the previous year ended on 31.03.2009. The performance of the Company has been adversely affected mainly due to large NPAs in assets and investments and tightening of norms by the regulatory authorities. Your Company is also focusing on non-fund based activities and establish its brand in commodities broking on MCX and NCDEX. The positive results and sustainability is with commodities broking involvement and development in past few years.

Auditors’ Certificate regarding compliance of Corporate Governance is given in the (Annexure IV).

AUDITORS

M/s Mukund & Rohit, Chartered Accountants, Baroda, the Auditor of the company hold the office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment. You are requested to appoint the statutory Auditors for the Company and to fix their remuneration.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956.

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

The information required under the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company has no employees whose particulars are to be disclosed in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION

Your Directors would like to place on record their appreciation and thanks to the Banks, Companys customers, suppliers, investors and employees for their valuable support and co-operation.

By order of the Board, Regd. Office : For JHAVERI CREDITS & CAPITAL LTD.

301, Payal Towers II, Sayajigunj,

Baroda-390 005 RAJESH JHAVERI

Date: 02-09-2010 MANAGING DIRECTOR

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Mar 31, 2009

The Directors of your Company present to you the 15th Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2009.

FINANCIAL PERFORMANCE

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2009 31.03.2008

Operational Income 130.13 190.08

Total Expenditure 96.27 161.55

Operating Profit 33.86 28.53

Interest & Finance Charges 1.09 1.80

Gross Profit/ (Loss) for the year 32.77 26.73

Depreciation 3.80 4.38

Profit / (Loss) for the year 28.97 22.35

Less: Provision for Taxation 8.50 7.55

Less: Deferred Tax Liability 0.10 4.41

Profit after Tax 20.37 10.39

Transfer to Special General

Reserve (u/s 45-iC) 4.07 2.96

Balance carried forward to Balance Sheet 16.30 7.43



DIVIDEND

The Directors do not recommend any dividend in view of retention of funds in business for future requirements.

REVIEW OF OPERATIONS

The income for the year under review has been lower at Rs 110.18 lacs against the previous years Rs. 179.16 lacs. However the company was able to generate other income and thereby was able to improve upon the bottom line. The net profit for the year ended 31-03-2009 was Rs 20.37 lacs compared to Rs10.39 lacs in the previous year. The company is giving special focus on the commodities broking business and expects higher volumes in the year 2009-10.

BUSINESS PROSPECTS

The performance of the Company has been improved in the area of Commodities Broking during the year on NCDEX and MCX Exchanges. The company is exploring the developmental activities at large scale by deploying Dealers, Franchises, and Terminals etc.. Your Company is also focusing on non-fund based activities to improve its financial performance in the coming years.

FIXED DEPOSITS

The Company is not accepting public deposits. The amount of unclaimed deposits as on 31" March, 2009 was NIL,

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ending on 31st March, 2009.

iii) The Directors have taken proper 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.

iv) The Directors have prepared the annual accounts on going concern basis.

DIRECTORS

in pursuance of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Kantilai N. Patel and Shri Ashesh J. Trivedi, directors retire by rotation and being eligible, offer themselves for reappointment.

MANAGEMENT DISCUSSION & ANALYSIS

This Annual Report contains a separate section on the Management Discussion and Analysis (Annexure I) which forms part of the Directors Report.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under Clause 49 of this Listing agreement is incorporated as a part of the Directors Report (Annexure II).

Auditors Certificate regarding compliance of conditions of Corporate Governance is given in the (Annexure IV).

AUDITORS

M/s. Mukund & Rohit, Chartered Accountants, Baroda, the Auditors of the company hold the office until the conclusion of ensuing Annual General Meeting, and are eligible for reappointment You are requested to appoint the Statutory Auditors for the Company and to fix their remuneration.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, need not require any further comments under section 217 of the Companies Act, 1956.

SUBSIDIARY COMPANY

The Audited Accounts of Jhaveri High-tech Agro Limited (subsidiary company) for the year ended 31-03-2009, together with the Directors report are attached to the Accounts pursuant to the provisions of Section 212 of the Companies Act, 1956.

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

The information required under the provisions of Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

PARTICULARS OF EMPLOYEES

The Company has no employees whose particulars are to be disclosed in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

APPRECIATION

Your Directors would like to place on record their appreciation and thanks to the Banks, Companys customers, suppliers, investors and employees for their valuable support and cooperation.



By Order of the Board of Directors

For Jhaveri Credits & Capital Ltd.

Place :Baroda. Rajesh J. Jhaveri

Date : 20th July,2009 Managing Director