Directors Report of JJ Finance Corporation Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Thirty Second (32nd) Annual Report and the Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Rs. in thousand's

particulars For the ended 31st year 2015 March 2014

Profit before Depreciation 2691 2121

Less: Depreciation 143 1241

Profit before Tax : 2548 880

Current Tax 410 175

Deferred Tax (26) (347)

Income Tax for earlier year (31) -

Profit after Tax 2195 1052

Add: Balance brought forward from 12187 11385 last year

Less: Transferred to Reserve U/s 45-IC 450 250 of RBI Act, 1934

Provision towards Standard Assets 18 -

Balance carried forward 13914 12187

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company increased by 19.12 %, from Rs. 37.84 Lakhs to Rs. 45.07 Lakhs. For FY 2014 - 15, your Company's profit after tax stood at Rs. 21.95 Lakhs vis-a-vis Rs. 10.52 Lakhs in the previous year, registering a growth of 108.65 %.

INDUSTRY SCENARIO

NBFCs play a vital role in the financial sector of our economy along with other financial institutions. Over the years, due to their strategic management practices and refined operational techniques coupled with lower costs of delivery, lower restrictions on customers etc., have led to it being an alternate choice and at times the first choice for several customers, who need financing. While the RBI has made regulations stringent for the NBFCs, it has also recognized the utility of the NBFCs and thereby made them eligible to set up Banks and also act as an extension of Banks, where the Banks cannot reach. Due to the increase in finance space by NBFCs, the RBI's surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 2.82 crore. During the year, the Company did not allot any shares nor did grant any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 2.82 crore, comprising 28.2 lakh Equity shares of Rs. 10/- each.

DIVIDEND AND RESERVES

In order to consolidate the position of the company, Directors do not recommend any Dividend for the year ended 31st March, 2015. During the year, your Company transferred a sum of Rs. 4.5 lakh to Special Reserve as per Section 45-IC of RBI Act, 1934.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

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

Your Company had no significant and material changes 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.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is enclosed as Annexure 1.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice of each Board Meeting along with the agenda is given in writing to each Director separately and in exceptional cases tabled at the meeting. This ensures timely and informed decisions by the Board.

In the financial year 2014-15, the Board met six times. The meetings were held on 13th May, 2014, 2nd July, 2014, 11th August, 2014, 22nd September, 2014, 13th November, 2014 and 12th February, 2015. The interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the Listing Agreement.

COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors are as under :

a. Audit Committee

Sl. Name Category of Directors/ Chairman/ No. Members Members

1 Mr. Vijay Burman Independent Director Chairman

2 Mr. Anil Jhunjhunwala Non- Executive Director Member

3 Mr. Brajesh Kumar Independent Director Member Dhandhania

During the year, the Committee had met on 12.02.2015 and 30.03.2015.

* Vigil Mechanism

Pursuant to the requirement of the Act, the Company has established a vigil mechanism policy to report genuine concerns or grievances. The Vigil Mechanism Policy has been posted on the website of the Company (www.jjfc.co.in)

b. Nomination & Remuneration Committee

Sl. Name Category of Directors/ Chairman/ No. Members Members

1 Mr. Vijay Burman Independent Director Chairman

2. Mr. Rajesh Poddar Non- Executive Director Member

3. Mr. Brajesh Kumar Independent Director Member Dhandhania

During the year, the Committee had met on 12.02.2015.

c. Stakeholders Relationship Committee

Sl. Name Category of Directors/ Chairman/ No. Members Members

1 Mr. Anil Jhunjhunwala Non-Executive Director Chairman

2. Ms. Ankita Nigam Company Secretary Member

*Ms. Ankita Nigam replaced Mr. Anuj Jalan from the Committee on 12.02.2015 after the latter's resignation from the Company. During the year, the Committee had met on 25.03.2015.



Types of Meetings Date of Names of Directors'/ Meetings Members Present

13.05.2014 Mr. Anil Jhunjhunwala, Mr. S. P. Mukherjee, Mr. Rajesh Poddar, Mr. Shyam Bagaria & Mr. Amit Bhalotia.

02.07.2014 Mr. Anil Jhunjhunwala, Mr. S. P. Mukherjee, Mr. Rajesh Poddar, Mr. Shyam Bagaria & Mr. Amit Bhalotia.

11.08.2014 Mr. Anil Jhunjhunwala, Mr. S. P. Mukherjee, Mr. Rajesh Poddar & Mr. Shyam Bagaria

Board Meetings 22.09.2014 Mr. Anil Jhunjhunwala, Mr. Shyam Bagaria, Mr. Brajesh Kumar Dhandhania, Mr. Vijay Burman, Mrs. Hilla Bhathena & Mr. Rajesh Poddar.

13.11.2014 Mr. Anil Jhunjhunwala, Mr. Shyam Bagaria, Mr. Brajesh Kumar Dhandhania, Mr. Vijay Burman, Mrs. Hilla Bhathena & Mr. Rajesh Poddar.

12.02.2015 Mr. Anil Jhunjhunwala, Mr. Shyam Bagaria, Mr. Brajesh Kumar Dhandhania, Mr. Vijay Burman, Mrs. Hilla Bhathena & Mr. Rajesh Poddar.

Audit Committee Meetings 12.02.2015 Mr. Vijay Burman, Mr. Anil Jhunjhunwala & Mr. Brajesh Kumar Dhandhania

30.03.2015 Mr. Vijay Burman, Mr. Anil Jhunjhunwala & Mr. Brajesh Kumar Dhandhania

Annual General Meeting 26.08.2014 Mr. Anil Jhunjhunwala, Mr. S.P. Mukherjee & Mr. Shyam Bagaria

Nomination & Remuneration 12.02.2015 Mr. Vijay Burman, Committee Meeting Mr. Rajesh Poddar & Mr. Brajesh Kumar Dhandhania

Stakeholder Relationship 25.03.2015 Mr. Anil Jhunjhunwala & Committee Meeting Ms. Ankita Nigam.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajesh Poddar, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mr. Brajesh Dhandhania, Mr. Vijay Burman and Mrs. Hilla Bhathena have been appointed as an Independent Directors for term of five years. Further, Mr. S. P. Mukherjee and Mr. Amit Bhalotia have resigned as Directors of the Company with effect from 26.08.2014.

Also, Mr. Rabi Kumar Almal, Mr. Hriday Mondal and Ms. Ankita Nigam have been appointed as Chief Executive Officer, Chief Financial Officer and Company Secretary with effect from 01.12.2014, 10.03.2015 and 12.02.2015 respectively. Further Mr. Anuj Jalan resigned as the Company Secretary cum Chief Financial Officer of the Company with effect from 31.01.2015.

Mr. Anil Jhunjhunwala became the Managing Director of the Company on 01.09.2014 and later changed his designation to Non-Executive Director with effect from 01.10.2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm 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;

(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; and

(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

Mr. Brajesh Kumar Dhandhania, Mr. Vijay Burman and Mrs. Hilla Bhathena are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.jjfc.co.in.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2015, the Board of Directors have adopted a Policy on Board Diversity, Director Attributes and the Remuneration. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company. The Details of Remuneration paid by the Company is given in MGT- 9 of the Annual Report.

INTERNAL FINANCIAL CONTROLS

Effective Internal Controls are necessary for building up an efficient organization. Our Company has adequate Internal Control systems in place to ensure accuracy, transparency and accountability in its operations. A dedicated concurrent audit team functioning within the Company confirms that the activities are in compliance with its policies and occurrences of deviations are reported to the Management. The concurrent audit report is reviewed by the internal auditors - M/s Guha & Matilal, a firm of practicing Chartered Accountants. Internal auditors review operations of the Company and ensure that the Company is functioning within the limits of all applicable statutes. Any Internal Control weaknesses, non compliance with statutes and suggestions on improvements in existing practices forms part of internal audit report. Audit Committee reviews the internal audit report and ensures that observations pointed out in the report are addressed in a timely and structured manner by the Management. The Internal Audit Report is reviewed by Statutory Auditors while performing audit functions to confirm that there are no transactions conflicting with interests of the Company. The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last AGM held on August 26, 2014, M/s. Chaturvedi & Partners, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The Auditors' Report is self-explanatory and therefore does not call for any further comments.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Corporate Advisors Law Professionals LLP, represented by Ms. Disha Dugar, Practicing Company Secretary, had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure 2 is self-explanatory and does not call for any further comments.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is an NBFC. Details of guarantees and/or security in connection with loans to other body corporates or persons are given in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

The provisions of Section 188(1) do not attract as the transactions entered into with Related Parties are in ordinary course of business on arms length basis. Thus disclosure in AOC-2 is not required. The Company has developed a Related Party Transaction framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

PARTICULARS OF EMPLOYEES

Your Company treats its "Human Resources" as one of its most important assets. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual general Meeting. If any Member is interested in obtaining a copy thereof,such Member may write to the Company Secretary in this regard. None of the employees were drawing in excess of the limits as specified by the Companies Act, 2013 and the rules made thereunder that needs disclosing in the Directors Report.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy inter alia provides for review of the risk assessment and minimization procedure, laying down procedure to inform the Board in the matter and for periodical review of the procedure to ensure that management controls the risks through properly defined framework.

CORPORATE GOVERNANCE

Since the paid up share capital of your Company and its net-worth was below the prescribed limit as notified by SEBI vide circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014; the compliance of clause 49 of the listing agreement is not mandatory on the Company in the financial year 2014-2015.

CORPORATE SOCIAL RESPONSIBILTY

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

DISCLOSURE PURSUANT TO LISTING AGREEMENT

Necessary disclosures pursuant to listing agreement are made hereunder:

The shares of the company are listed on the following Stock Exchanges in the period under review.

Name and Address of the Stock Exchange Security Listed

1. The Calcutta Stock Exchange Ltd. Equity Shares 7, Lyons Range, Kolkata - 700 001

2. The Bombay Stock Exchange Ltd Equity Shares 25th Floor, P. J. Towers, Dalal Street, Fort,Mumbai - 400 001

3. The Delhi Stock Exchange Ltd Equity Shares DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002

The Listing fees to The Calcutta Stock Exchange Ltd. and The Bombay Stock Exchange Ltd. for the Financial Year 2015 - 16 have been paid.

Securities and Exchange Board of India has derecognised Delhi Stock Exchange Ltd., hence no invoice was raised.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations

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

The Company, being a Non-Banking Finance Company (NBFC), does not have any manufacturing activity neither does it have any foreign exchange earnings or any foreign exchange outgo. The Directors, therefore, have nothing to report on conservation of energy and technology absorption.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their perennial support during the year.

We also express our gratitude towards the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

Place : Kolkata Anil Jhunjhunwala Shyam Bagaria Dated : 9th July, 2015 Director Director DIN : 00128717 DIN : 00121949

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty First (31st) Annual Report and the Audited Accounts on the business and operations of your company for the year ended March 31, 2014.

FINANCIAL RESULTS

Rs. in lacs

Particulars For the year ended 31st March 2014 2013

Profit Before Depreciation 2121 3009

Less : Depreciation 1241 1241

Profit Before Tax 880 1768

Current Tax 175 510

Deferred Tax (347) (316)

Profit After Tax 1052 1574

Add : Balance brought forward from last year 11385 10116

Provision towards Standard Assets (Reversed) – 25

Less : Transferred to Reserve u/s. 45-IC of RBI Act, 1934 250 330

Balance carried forward 12187 11385

DIVIDEND

In order to strengthen the liquidity position of the Company; your directors do not recommend any dividend for the year ended 31st March, 2014.

STRATEGY

The management of your company has decided to recuperate the position of the company by cumulating the internal accruals of the company which can again be utilized for the generation of revenue and also by curtailing its expenditure through cost optimization and effectiveness. The management will also focus on the productivity of wind mill located at Kaithar, Tamil Naidu which has seen frequent breakdown in the recent past causing low productivity.

ORGANIZATIONAL CHANGES & BOARD OF DIRECTORS

Your directors have pleasure in informing to have formed a strong and stable Board. There were no changes in the form of appointment/ resignation in the Board of Directors of the company during the year.

As per the provisions of the Companies Act, 2013, Mr. Shyam Bagaria and Mr. S.P. Mukherjee will retire in the ensuing AGM and being eligible, Mr. Shyam Bagaria seeks re-appointment. The Board of Directors recommends his re-appointment. Mr. S. P. Mukherjee has shown his unwillingness for re-appointment. The Company will always be indebted to the guidance and support received from Mr. S.P. Mukherjee and the company wishes him a pleasant life ahead.

HUMAN RESOURCES MANAGEMENT

We firmly believe that employee motivation, development and engagement are key aspects of good human resources

management. We always appreciate the point of view of our employees in respect to their views and feedbacks related to the business. We always take employees as the biggest asset of the company and firmly believe that rewarding and recognizing consistent superior performance is essential to build a stronger company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee coming under the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

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

The company had no activities relating to conservation of energy or technology absorption. The company neither had foreign exchange earnings nor had any foreign exchange outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

1. That in the preparation of the Company''s Annual Accounts, the applicable Accounting Standards have been followed and there is no material departure from the same.

2. That 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 that year.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE PURSUANT TO LISTING AGREEMENT

Necessary disclosures pursuant to listing agreement are made in Annexure "A" to this report.

DEPOSITS

The amount of Public Deposits with the company as on 31.03.2014 stood "NIL".

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central government, M/s. Basu, Banerjee, Chakraborty, Chattopadhyay & Co., Cost Accountants, were appointed to conduct the audit of cost records of the company for the year ended March 31, 2014. The Cost Audit reports would be submitted to the Central Government within the prescribed time. As per the requirement the details of the Cost Auditor is appended as follows :

Name : Basu Banerjee Chakraborty Chattopadhyay & Co.

PAN : AAIFB8055A

Mem. No. : 000206

Address : 42-B, Shibtala Street, Uttarpara, Dist: Hooghly, Uttarpara - 712258, West Bengal

E- Mail : [email protected]

AUDITORS

The Auditors, M/s. Chaturvedi & Partners, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointment. Your directors recommend their re-appointment as statutory auditors of the company for the year 2014-15.

ACKNOWLEDGMENTS

We thank our customers, investors, bankers, for their perennial support during the year. We place on record our appreciation of the contribution made by our employees at all levels.

By Order of the Board of Directors Registered Office : for J J Finance Corporation Limited

3C, Park Plaza, 3rd Floor

71, Park Street, Kolkata – 700 016 Anil Jhunjhunwala S. P. Mukherjee

Dated : 13th May, 2014 Director Director

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Mar 31, 2013

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report and the Audited Accounts on the business.

FINANCIAL RESULTS: Rs.in 000''s

Particulars For the Endede 31st March

Profit Before Depreciation 2013 2012

Less: 3009 3815

Depreciation 1241 1236

Profit Before Tax 1768 2579

Current Tax 510 650

Deferred Tax (316) (352)

Income Tax for earlier year - 3

Pofit after Tax 1574 2278

Add: Balance brought forward from last year 10117 8364

Less: Transfer to Reserve U/s 45-IC of RBI Act,1934 330 500

provision towards standard assests - 25

Balance carried forward 11385 10117

There is an overall turnaround in the performance of your company based on various measures taken by the management which is reflected in the bottom line of the company Income from generation of electricity depends upon the vagaries of direction and speed of the Wind and during this financial year the Wind Mill has generated electricity worth f 15.22 lacs After depreciation and tax the company has been able to generate a profit after lax of J 15.74 lacs

In order to consolidate the position of the company. Directors do not recommend any Dividend for the year ended

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

The Company had no activities relating to conservation of energy or technology absorption The company neither had

The Company does not have any employee coming under the provision of Sec 217 (2A) of the Companies Act, 1956 read

1 That in the preparation of the Company''s Annual Accounts, the applicable Accounting Standards have been

2 That 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

3 That the Directors have taken proper and sufficient care for the maintenance at adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and

disclosure pursuant to Listing agreement

Necessary disclosures pursuant to listing agreement is made in Annual "A" to this Report. Corporation Ltd

DEMATERIALISATION Of'' SHARES

Your company has signed agreements with NSBL and CDSL making the company''s Equity shares available for Dematerialization.

DIRECTORS

Mr.Anil Jhujhunwala and Mr, Amit Bhalotia Director retire at the ensuing Annual Meeting and being eligible offer themselves for reappointment.

DEPOSIT

The amount of public Deposits with the company as on 31.03.2013 stood "NIL"

AUDITORS

M/s. Chaturvedi & Partners Chartered Accountants Auditors of the company will retire at the ensuing annual; general meeting OF THE COMAPNY AND BEING ELIGIBLE OFFER THEMSELVES FOR RE-APPOINTMENT THEY HAVE Furnished a certificate to the effect that their re-appointment if made be in accountancies with the limits specified in section 224(1B) of the companies Act,1956 The BOARD recommends their re-appointment as statutory auditors of the company for the year 2013-2014.

ACKNOWLEDGEMENT

The Directs thank the shareholders the employees the customers and well wishers of the company for their continued support and co-operation.

For and on behalf of the Board

Place : Kolkata

Date : 27.05.2013 Anil Jhunjhunwala

S. P. Mukherjee

Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seven Annual Report and the Audited Accounts on the business and operations of your Company for the year ended 31st March, 2010

FINANCIAL RESULTS :

(Rupees in 000s)

2009-2010 2006-2009

Gross income 7444 6411

Profit Before Depreciation and Tax 6264 4598

Depreciation 1325 1257

Profit Before Tax 4939 3341

Provision lor tax 1529 951

(Add) / Less:

Income tax adjustment for earlier years (net) 32 (27)

Profit after tax 3378 2417

Add: Balance From previous year 5291 6069

Less: Transferred to Deferred Tax on

1st April,2008 - 2615

Less: Transfer to General Reserve 1000 600

Profit earned forward to Balance Sheet 7669 5291

OPERATION :

There is an overall turnaround in the performance of vour company based on various measures taken by the management, which is refected in the bottom line of the company. Income from generation of electricity by Wind Mill is Rs. 17.31 lacs with respect to Rs. 13.19 lacs of previous year. After depreciation and tax, the company has been able to generate

a profit of Rs. 33.78 lacs compared to Rs. 24.17 lacs in previous year.

DIVIDEND :

In order to consolidate the position of the company. Directors do not recommend any Dividend for the year ended 31st March, 2010.

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

The Company had no actvrties relating to conservation of energy or technotogy absorption. The company neither had foreign exchange earnings nor had any foreign exchange outgo.

PARTICULARS OF EMPLOYEES

The Company does not have any employee coming under the provision of Sec 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2 A A) of the Companies Act. 1956, Your directors confirm that:

1. That in the preparation of the Companys Annual Accounts, the applicable Accounting Standards have been followed and there is no material departure from the same.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956. for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularrties-

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE PURSUANT TO LISTING AGREEMENT

Necessary disclosures pursuant to listing agreement is made in Annexure "A" to this Report.

DEMATERIALISATION OF SHARES

Your Company has signed agreements with NSDL and CDSL making the Companys Equity Shares available for Dematerialtsation.

DIRECTORS

Mr S P. Mukherjee and Mr. Rajesh Poddar, Directors retire at the ensuing Annual General Meeting and, being eligible, ofter themself for reappointment.

DEPOSITS

The amount of Public Deposils with the company as on 31.3.2010 stood "NIL".

AUDITORS

M/s. Chaturvedi & Partners. Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting of the Company and. being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment. if made will be in accordance with the limits specified in section 224(1 B) of the Companies Act. 1956 The Board recommeds their re-appomtment as statutory auditors of the company for the year 2010-2011

ACKNOWLEDGEMENT

The Directors thanks the shareholders, the employees, the customers and well wishers of the Company for their continued support and co-operation.

For and an behalf of the Board

Place : Kolkata Anil Jhunjhunwala

Date: 05.07.2010 S.P. Mukherjee

Directors

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts on the business and operations of your Company for the year ended 31st March, 2009

FINANCIAL RESULTS : (Rupees in 000s) 2008-2009 2007-2008

Gross Income 6411 8435

Profit Before Depreciation and Tax 4598 4789

Depreciation 1257 1265

Profit Before Tax 3341 3524

Provision for tax 951 1302

(Add) / Less:

Income tax adjustments for earlier years (net) (27) 961

Profit after tax 2417 1261

Add: Balance from previous year 6089 5428

Less: Transferred to Deferred Tax on 1st April, 2008 2615 -

Less:Transfer to General Reserve 600 600

Profit carried forward to Balance Sheet 5291 6089



OPERATION :

The year under review witnessed a generally depressed money market in which Non Banking Financial Companies found it very difficult to achieve profitability. Besides, general liquidity problem, the business of NBFCs suffered a major set back mainly due to overall economic slowdown, slump in Stock Markets and sharp fall in interest rates. After depreciation and tax, the company has been able to generate a profit of Rs. 24.17 lacs.

DIVIDEND :

In order to cansolidate the position of the company, Directors do not recommend any Dividend for the year ended 31st March, 2009.

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

The Company had no activities relating to conservation of energy or technology absorption. The company neither had foreign exchange earnings nor had any foreign exchange outgo.

PARTICULARS OF EMPLOYEES

The Company does not have any employee coming under the provision of Sec. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, Your directors confirm that :

1. That in the preparation of the Companys Annual Accounts, the applicable Accounting Standards have been - followed and there is no material departure from the same.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

DISCLOSURE PURSUANT To LISTING AGREEMENT

Necessary disclosures pursuant to listing agreement is made in Annexture "A" to this Report.

DEMATERIALISATION OF SHARES .

Your Company has signed agreements with NSDL and CDSL making the Companys Equity Shares available for Dematerialisation.

DIRECTORS

Mr. Sanjay Kumar Gupta, Director retire at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

DEPOSITS

The amount of Public Deposits" with the company as on "313.2009 stood "NIL".

AUDITORS

M/s. Chaturvedi & Partners, Chartered Accountants, Auditors of the Company will retire at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made will be in accordance with the limits specified in section 224(1 B) of the Companies Act. 1956. The Board recommeds their re-appointment as statutory auditors of the company for the year . 2009-2010.

ACKNOWLEDGEMENT

The Directors thanks the shareholders, the employees, the customers and well wishers-of the Company for-their continued support and co-operation.

For and on behalf of the Board Place : Kolkata Anil Jhunjhunwala Date: 12.08.2009 S. P. Mukherjee Directors