Directors Report of Krishna Capital & Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present 21s' Annual Report and the company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS :

The company's financial performance for the year ended March 31, 2015 is summarized below:

The Break-up of Profit is given 31st March, 2015 31st March, 2014 as follows

Total Revenue 48,94,781 32,11,461

Total Expenditure 39,96,482 11,63,132

Net Profit Before Taxation 8,98,299 39,32,004

Current Tax 1,69,511 7,90,199

Deferred Tax 10,502 1,264

Net Profit After Taxation 7,18,286 31,40,541

Profit for the Period for Appropriation 7,18,286 31,40,541

Earning Per Shares

Basic 0.2274 0.9943

Diluted 0.2274 0.9943

Dividend

In order to conserve the resources, your Directors do not recommend any dividend on equity shares of the Company.

Brief description of the Company's working during the year/State of Company's affairs:

During the year, consolidated revenue for the year is increased by 43% to Rs. 45.82 Lacs as compared to Rs.32.03 Lacs during the last year.

The Company proposes to transfer an amount of Rs.1.79 Lacs which is 20% of net profit to Special Reserve Fund and an amount of Rs.4.95 Lacs is proposed to be retained in the Statement of Profit & Loss.

There is no change in the nature of business of the Company during the year.

Material Changes and Commitments:

There are no material changes and commitments 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 this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures companies. The Company has one Associate Company viz. Krishna Sharebroking Services Pvt. Ltd (CIN U67120GJ1996PTC029142). As there is no Subsidiary Company, no consolidated financial statements for the financial year 31st March, 2015, is required to be given for an Associate Company as exempted by the Ministry of Corporate Affairs.

Directors' Responsibility Statement:

Your Directors Statement and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

2. 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 financial year and of the profit and loss of the company for the year ended on that date.

3. the directors had taken proper and sufficient care of 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 detectingfraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis.

5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangement with Related Parties:

During the year the Company has not entered into any contracts or arrangement with related parties which attracted the provisions of Section 188 of the Companies Act, 2013.

Corporate Governance:

The amended Clause 49 of listing requirements on Corporate Governance is not applicable to the Company and hence nothingto report there on.

Corporate Social Responsibilities:

As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

Risk Management:

Your company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify, evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures.

Internal Financial Control:

Your directors state that there are adequate internal financial controls with reference to the financial statements i.e. Balance Sheet, Statement of Profit and loss, Cash Flow Statements and other relevant records and are operating effectively.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashokkumar Agrawal (DIN 00944735) retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 Mr. Pramod Agrawal (DIN 00596327) and Mr. Narendra Agrawal (DIN 03400241), were appointed as additional directors designated as Independent Directors of the Company with effect from September 30, 2014 and they shall hold office upto the date of ensuing annual general meeting. The company has received requisite notices in writing from members proposing Mr. Pramod Agrawal and Mr. Narendra Agrawal as Independent Directors of the Company.

Mrs. Sneh Yogesh Gupta (DIN 07135648) was appointed as an additional director termed as woman director w.e.f March 31, 2015 and She shall hold office upto the date of ensuing annual general meeting. The company has received requisite notice in writing from member proposing Mrs. Sneh Yogesh Gupta as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges.

Mr. Tarun Garg (DIN 00413294) and Mr. Pankaj Agrawal (DIN 02402670) have resigned as directors with effect from October 1,2014.

Mr. Vinodkumar Agrawal (DIN 00413378), Director of the Company, has been designated as Chief Financial Officer of the Company by the Board with effect from March 31,2015.

Miss Payal Shastri has been appointed as Company Secretary with effect from December 1,2014.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES :

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2015 is as under:

Sr. No. Name Designation Executive / Non Executive

1. Ashokkumar Agrawal Chairman & Managing Director Executive

2. Vinodkumar Agrawal Director & CFO Non-Executive

3. Mrs. Sneh Vogesh Gupta Independent Director Non-Executive

4. Mr. Pramod Agrawal Independent Director Non-Executive

5. Mr. Narendra Agrawal Independent Director Non-Executive

Nine Board meetings were held during the year. The details of Board Meetings are given below :

Date of Meeting No. of Directors Present

30/05/2014 03

10/06/2014 03

31/07/2014 03

30/09/2014 04

03/11/2014 04

01/12/2014 04

29/01/2015 04

03/03/2015 04

31/03/2015 05

Audit Committee:

During the year the company has reconstituted its Audit Committee. The Composition of Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Pramod Agrawal Director Chairman

2. Mr. Narendra Agrawal Director Member

3. Mr. Vinodkumar Agrawal Director Member

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board.

Responsibility of the Committee:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to time and may require submitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Nomination and Remuneration Committee:

During the year the Company has renamed and reconstituted it Remuneration Committee as the Nomination and Remuneration Committee:

The Composition of Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Narendra Agrawal Director Chairman

2. Mr. Pramod Agrawal Director Member

3. Mr. Vinodkumar Agrawal Director Member

The Committee has been reconstituted in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following basic responsibilities:

* To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

* To formulate and review criteria that must be followed for determining qualification positive attributes and independence of director.

* To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company.

* To propose to the Board the members that must form part of the Committee.

* To report on the systems and on the amount of the annual remuneration of directors and senior management.

The Remuneration Policy has been posted on the website of the Company.

Stakeholders Relationship Committee

The Company has reconstituted and renamed Shareholders Grievance Committee as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Narendra Agrawal Director Chairman

2. Mr. Pramod Agrawal Director Member

3. Mrs. Sneh Yogesh Gupta Director Member

Basic Responsibilities of the Committee:

* Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non-receipt of annual report etc.

* Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

* Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

* Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

Nomination & Stakeholders Audit Remuneration Relationship Committee Committee committee

No. of Meetings held 6 2 4

Attendance

Mr. Pramod Agrawal* 3 1 1

Mr. Narendra Agrawal* 3 1 1

Mr. Vinod Agrawal** 6 2 2

Ms. Sneh Yogesh Gupta*** - - -

Mr. Tarun Garg**** 3 1 3

Mr. Pankaj Agrawal**** 3 1 2

* Appointed as Member/Chairman of the Committee with effect from October 1,2014.

** Ceased to be a Member of Statkeholders relationship Committee with effect from March 31,2015

***Appointed as Memberof the Company with effect from March 31,2015

****Ceased to be memberof the Committee with effect from October 1,2014.

The Committee was reconstituted in October, 2014.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Remuneration to Directors:

The remuneration paid to Directors, Non-Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. Annexure A to the Board Report.

Vigil Mechanism

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Employee Stock Option etc.:

During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.

Secretarial Auditor:

The Board has appointed Mr. Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-2015. The secretarial Audit Report for the financial year March 31,2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Auditors and Auditors Report:

M/s. K. G. Vakharia & Co., Chartered Accounts (FRN: 117022W) are the statutory auditors of the Company and there are no changes in the same and they being eligible offers themselves for reappointment and Board recommend their reappointment.

There are no qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditor's report.

Particulars of Loans given, Investment made, Guarantee given and Securities provided:

Since the Company is Non-Banking Finance Company, the disclosure regarding particulars of loan given, guarantee given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

Conservation of energy, technology absorptions and foreign exchange earnings and outgo are as follows:

A. Conservation of energy : NIL

B. Technology absorptions : NIL

C. Foreign exchange earnings and Outgo : NIL Extract of Annual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A to this Report. Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m. or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) 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 Report 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.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.

General Shareholder Information

21st ANNUAL GENERAL MEETING

At the Registered Office of the Company at 403, Mauryansh Elanza, B/h

Venue

Parekh's Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 Date Thursday, August 13,2015.

Time 11.00A.M

Listing of Shares:

Your Company has made an application to BSE Ltd for listing of its equity shares on account of de- reorganization of Regional Stock Exchanges. The Management is expected to get the permission soon.

ISIN of the Company: INE897B01019 Registrar and Share Transfer Agents: (R & T)

The company has appointed MCS Share Transfer Agent Ltd, 201, Shatdal Complex, Opp. Bata Showroom, Ashram Road, Ahmedabad: 380009 as Registrar and Transfer Agents for electronics shares. The average time taken in transfer of shares is 15 days. The depositories directly transfer the dematerialized shares to the beneficiaries.

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and valid in all respect.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

By Order of the Board For, Krishna Capital & Securities Ltd

sd/-

Ashokkumar Agrawal Chairman & Managing Director DIN 00944735

Registered Office:

403, Mauryansh Elanza, B/h. Parekh Hospital, Shyamal Cross Road Satellite, Ahmedabad: 380015

Place: Ahmedabad Date:29/05/2015

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Mar 31, 2014

Dear Members,

The Directors are happy to present the 20th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2014.

The break-up of profit is given as follows: 31-Mar-14 31-Mar-13

Revenue from Operation 3,203,506 2,789,702

Profit Before Finance Expenses & 3,994,819 1,094,498 Depreciation

Less: Finance Expenses 0 0

Less: Depreciation 62,815 75,698

Profit After Finance Expenses & Depreciation

But Before Tax 3,932,004 1,018,800

Less: Tax Provision 791,463 184,679

Net Profit / (Loss) for 3,140,541 834,121 the Period

No of Shares 3,158,400 3,158,400

EPS 0.9943 0.2641

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 3,140,541/-

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting 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 sub-section (1B) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made j udgment 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.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Vinod Agrawal, Director of the company will retire by rotation and being eligible offers himself for re-appointment. The company has not appointed any new director nor any director has resigned during the year.

Conservation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 60,00,000/- or more during the year or Rs 5,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Certificate

Compliance Certificate received from a Company Secretary in practice pursuant to Section 383A of the Companies Act, 1956 is attached herewith and forms the part of Directors' Report.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: By order of the Board For, Krishna Capital & Securities Limited

403, Mauryansh Elanza, B/h. Parekh Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 [Managing Director] [Director] Place: Ahmedabad Ashok Agrawal Vinod Agrawal Date : 29/05/2013 DIN No. 00944735 DIN No. 00413378

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Mar 31, 2013

Dear Members,

The Directors are happy to present the 19th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2013.

The break-up of profit is given as follows: 31-Mar-13 31-Mar-12

Revenue from Operation 2,789,702 6,126,937

Profit Before Finance Expenses & Depri. 1,094,498 3,763,028

Less: Finance Expenses 0 3,260

Less: Depreciation 75,698 90,780

Profit After Finance Expenses & Deprecition But

Before Tax 1,018,800 3,668,988

Less: Tax Provision 184,679 669,324

Net Profit / (Loss) for the Period 834,121 2,999,664

No of Shares 3,158,400 3,158,400

EPS 0.2641 0.9497

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 8,34,121

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting 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 sub-section (1B) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made judgment 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.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Tarun Garg, Director of the company will retire by rotation and being eligible offers himself for re-appointment. The company has not appointed any new director nor any director has resigned during the year.

Conservation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 60,00,000/- or more during the year or Rs 5,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Report

The provisions of section 383-A relating to the compliance report by the company secretary not applied to the Company.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: For and on dehalf of the Board of Directors, 403, Mauryansh Elanza, Krishna Capital & Securities Limited B/h. Parekh Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 Place: Ahmedabad Date : 29/05/2013 [Managing Director] [DIRECTOR]

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Mar 31, 2012

Dear Members,

The Directors are happy to present the 18th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2012.

Financial Results: 31st March 2012 31st March 2011

Total Income 6,157,219 38,237,308

Net Profit Before Taxation 3,668,988 464,672

Net Profit After Tax 2,999,664 384,331

Balance Brought Forward -6,295,788 -6,603,253 from Last Year

Profit Available For 0 0 Appropriation

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 36.64 Lacs.

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting 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 sub-section (IB) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made judgment 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 and of the financial year and of the Profit and Loss of the Company for that period.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Vinod Agrawal, Director of the company will retire by rotation and being eligible offers himself for re-appointment.

Convervation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 24,00,000/- or more during the year or Rs 2,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Report

The provisions of section 383-A relating to the compliance report by the company secretary not applied to the Company.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: For and on dehalf of the Board of Directors, 403, Mauryansh Elanza, Krishna Capital & Securities Limited B/h. Parekh Hospital, Shyamal Cross Road Satellite, Ahmedabad - 380015 Place: Ahmedabad [Managing Director] [DIRECTOR] Date : 31st May 2012

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Mar 31, 2011

Dear Members,

The directors submit the Annual Report of the company along with the audited accounts for the March 2011.

FINANCIAL RESULT :

(IN LACS)

PARTICULAR 31.03.2011 31.03.2010

TOTAL INCOME 382.37 620.65

NET PROFIT BEFORE TAXATION 4.65 (24.88)

NET PROFIT AFTER TAX (0.86) (24.94)

BALACNE B/F. FROM LAST YEAR (66.03) (41.14)

PROFIT AVAILABLE FOR APPROPRIATION 00.00 00.00

DIVIDEND :

The company is not having divisible profit computed u/s 205 to distribute the dividend..

OPERATION :

The performance of the company was satisfactory during the year from the last year it reduce the Net loss by Rs 4.65 Lac.

PUBLIC DEPOSITS :

The Company has not accepted any deposits from the public during the period under review.

AUDITOR'S :

The Company's Auditors M/s. KPSJ & ASSOCIATES Chartered Accountants retires and are eligible for re-appointment. You are requested to authorise your directors to appoint and fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your directors confirm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

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.

c. The directors have been taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on the principle of going concern.

DIRECTORS:

At the ensuing annual general meeting Mr. Vinod Agarwal, Director of the company will retire by rotation and being eligible offers himself for re-appointment.

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

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of particulars in the Report of Board of Directors)Rules, 1988, concerning conservation of Energy, Technology absorption, are not applicable to the company. Foreign exchange earning and outgo was Rs. Nil

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 AND THE RULES MADE THEREUNDER:

The company had no single employee who is in receipt of gross remuneration of Rupees 2400000/- or more during the year or Rs. 200000/- or more per month during any part of the said year. Provision of section 217 (2A) of the companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs. NIL.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

The Directors place on record their acknowledgement and sincere appreciation to the Banks, Staff members and members for their appreciation for the continued contribution to the growth and progress of the company.

For and on behalf of the Board of Directors,

Date : 16/06/2011 KRISHNA CAPITAL & SECURITIES LIMITED Place : Ahmedabad [MANAGING DIRECTOR] [DIRECTOR]