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Directors Report of Midas Infra Trade Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Financial year ended Financial year ended March 31, 2015 March 31, 2014

Total Revenue 32,132,208 33,875,096

Profit Before Depreciation 210,036 149,461

Less: Depreciation 62,780 19,360

-Profit/(Loss) after depreciation 147,256 130,101

Less: Tax Expenses (3,598,352) 24,006

Profit /(Loss) after Tax 4,739,171 106,093

Reserve and surplus 19,626,737 14,887,566

ECONOMIC SCENARIO

After liberalization of the economy in 1992, the Government of India has been quite supportive of industry in general, taking many steps over the years for the conducive growth of business. These measures favouring economic growth, are being continuously taken by the Indian Government, irrespective of the change in power. The Government of India is endeavouring to achieve GDP growth of more than 7% in the next 10 years. India's infrastructure performance in 2014-15 was better than the previous fiscal, as production of inputs including power, steel, coal and cement moved up.

After a rapid change in the Indian Market during the financial year 2014-15, there was introduction of Newly elected government at the centre and due to change spreading the positive sentiments in the market regarding the new era and related to the various industries. The new government has ushered a new hope and development and vision to create a robust economy for India.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDENDS

The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15.

OPERATIONS

The Sale of product during the year under review was Rs. 30,796,843 /- as against Rs. 33,629,705/- in the previous year. Profit before tax and exceptional items improved by Rs. 147,256/- during the year under review as against Rs. 130,101/- in the previous financial year. The Profit after tax was Rs 4,739,171/-during the year under review as against the Rs. 106,093/- in the previous financial year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 12.20 crores. During the year under review the company has not issued any shares or any convertible instruments.

RESERVES

The Company has not transferred any sum to Reserve for the financial year ended on 31st March, 2015.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company and there were no material changes and commitment affecting the financial position of the Company occurring between March 31, 2015 and the date of this report.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of the Company are prepared in accordance with provisions of the Companies Act 2013, and relevant Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been as part of its corporate philosophy, company is always doing something for the betterment, welfare and aspirations of the community.

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013

As required by the Companies Act, 2013, your Company has constituted following committees and their policies, namely:

- Nomination and Remuneration Committee & Policy S Reconstitute Stakeholder Relationship Committee S Insider Trading Policy. y Risk Management/Performance Evaluation Committee And other committees are required to constitute under Listing agreement and Companies Act, 2013 and other act applicable to the company.

Company is adopting new set of Articles of Association in line with new Company law and rules framed there under.

All other changes as required by the Act have been in place and we re-affirm our commitment to the highest level of Corporate Governance.

DEPOSITS

During the year under review the Company has not accepted any deposit falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

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

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in " Annexure A" herewith and forming part of this report.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm length basis. During the year, the company has not entered into any contracts / arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The prescribed form AOC-2 is enclosed as Annexure-B and forms part of the report.

DIRECTORS

Your board has a Non- Executive Chairman and the number of Independent Directors is one third of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.

Your board of directors consist of the following Five directors:

1. Mr. Rohit Kumar Singhal (Chairman, Non Executive, Independent);

2. Mr. Santosh Kumar Garg (Managing Director);

3. Mr. Nikhil Bansal ( Non Executive, Non-Independent) ;

4. Ms. Rajni Grover ( Non Executive, Non- Independent);

5. Mr. Nimish Singhal ( Non Executive, Independent)

Ms. Mamta Agarwal has resigned from the directorship of the company with effect from 15th Dec 2014. Your board placed on record its appreciation for the contributions made by Ms. Mamta Agarwal during her tenure as director of the Company.

Ms. Rajni Grover was appointed as Additional woman director on the board with effect from 26th March 2015 and holds office upto date of forthcoming Annual General Meeting of the Company. The Company has received a notice under Section 160of the Companies Act 2013 proposing the appointment of Ms. Rajni Grover as a director of the Company, liable by rotation. Accordingly a resolution is included in the notice of the forthcoming annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company, liable to retire by rotation.

The Board of Director of the Company in their meeting held on 01th September 2015 had appointed Mr. Santosh Kumar Garg as Managing Director of the Company for a period of Five Years. Accordingly a resolution is included in the notice of the forthcoming Annual General Meeting of the Company for seeking approval of members for his appointment as Managing Director of the Company.

At the Annual General Meeting of the company held on 30th September 2015, In accordance with the provisions of Companies Act, 2013, Mr. Nikhil Bansal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment as director of the Company. Accordingly, a resolution is included in the Notice of forthcoming Annual General Meeting of the Company seeking approval for his appointment as director of the company.

Statement on Declaration given by the Independent Director

As required under Sections 149(7) of the Companies Act 2013, all the Independent Directors have given their respective declarations that they meet the criteria of Independence as specified in section 149(6) of the companies Act 2013

The details of training and familiarization programme and Annual Board Evaluation process for Directors have been part of this report. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees also forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the director state that to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;.

b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) That the directors have 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) That the Directors have been prepared the annual financial statement on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) That 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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification, positive attributes and independence of a Director . The Nomination and Remuneration Committee has recommended to the board a policy relating to the remuneration for Directors, Key managerial Personnel and other employees as required under Section 178(1) of the Companies Act 2013. The Criteria inter alia includes a person to be appointed on the board of the Company should possession in addition to the fundamental attributes of Character and integrity, appropriate qualifications, skill experience and knowledge in one or more fields of engineering, banking management finance marketing and legal, aproven track record, etc.

As required under the provisions of Sections 197(14) of the Companies Act 2013, the Executive Director of the Company confirm that they do not receive any remuneration or commission from any subsidiary of the Company.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Nine(9) Board Meetings and four (4) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMPOSTION OF AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Designation

Rohit Kumar Singhal Chairman

Nikhil Bansal Member

*Santosh Kumar Garg Member

**Nimish Agarwal Member

*ceased to be a member of committee w.e.f. 14th November 2014 ** Appointed as a member of Committee w.e.f. 14th November 2014

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Designation

Rohit Kumar Singhal Chairman

Nikhil Bansal Member

*Santosh Kumar Garg Member

**Nimish Agarwal Member

*ceased to be a member of committee w.e.f. 14th November 2014 ** Appointed as a member of Committee w.e.f. 14th November 2014

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2015, the Company has three Wholly Owned Subsidiary namely:- - Holynx Infrabuild Limited incorporated on 10th December 2013

Hoynx Infrabuild Limited a wholly owned subsidiary of the company enagaged in purchasing selling to carry on the business such as builders, contractors, engineers, Estate agent and other kinds of business, it is the initial period of operation and it reported total revenue of Rs. 11400 and profit after tax of Rs. (184675)for the year under review. During the year the company increase its Authorised share capital of Rs. 10,00,000 from Rs. 50,00,000 and its paid up Equity share capital is Rs. 40,00,000.

- Rao Steel Limited incorporated on 10th December 2013

Rao Steel Limited, a wholly owned step down subsidiary of the company and is engaged to provide heat and cold treatment of Iron, steel, roller and many shapes and sizes of scraps, screws etc .For the year under review Rao Steel Limited recorded revenue of Rs. 11550. During the year the company increase its Authorised share capital of Rs. 10,00,000 to Rs. 25,00,000 and its paid up Equity share capital is Rs. 25,00,000.

- Vesilot Exports Limited incorporated on 05th December 2013

Vesilot Exports Limited a wholly owned step down subsidiary of the company and the company did not undertake any business during the year under review. A Marginal profit representing interest income was earned during the year

Pursuant to provisions of Section 129(3) and other applicable provisions of the Act read with Rules made thereunder, a statement containing salient features of the financial statements, performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is enclosed as Annexure - I to the standalone financial statements of the Company and hence not repeated here for the sake of brevity. Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards.

CONSOLIDATED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and the provisions of the Listing Agreement with the stock Exchanges, forms part of this Annual Report and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest. The Auditor's Report on the consolidated financial statement is also attached. The same is unqualified.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the managing Director affirming the compliance with the Companies Code of Conduct by the Director's and senior Management for the Financial Year 2014-15, as required under Clause 49 of the listing agreement form part of this Annual Report. The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the code.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

M/S. SNMG & CO., CHARTERED ACCOUNTANTS performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. In each period whether productive or non-productive, the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Director which provides strategic guidance on Internal Control

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as "ANNEXURE D"

AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS:

M/S Deepak I P Agarwal & Co., Chartered Accountants (FRN 021682N), who have been the appointed as a Statutory Auditors of the Company at the last AGM but subject to the ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S NARESH GUPTA & ASSOCIATES, COMPANY SECRETARY IN WHOLE TIME PRACTICE to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure E".

HUMAN RESOURCES

Your Company's Human Resource agenda remained focused on reinforcing the key thrust areas; being the employer of choice on campus, building an inclusive culture and a strong talent pipeline, institutionalizing mission critical capabilities in the organization, driving greater employee engagement and continuing to focus on progressive employee relation policies.. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report as Annexure F

PARTICULARS OF EMPLOYEES

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 is part of Annual Report as Annexure B

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration.

Further, no sitting fees has been paid to any director during the year.

However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

Other Disclosure

The Directors confirm that during the financial year under review:- - No significant and material order has been passed against the company by any Regulator or court or Tribunal Which will impact the going concern status of the Company's operations; - There was no issue of Equity Shares with differential rights as to dividend, voting or otherwise; there was no issue of shares (including Sweat Equity Shares) to the employees of the Company under any scheme.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Date: 01/09/2015 for and on behalf of the Board

Place: Delhi Midas Infra Trade Limited

Sd- Sd- Santosh Kumar Garg Rohit Kr. Singhal (Managing Director) (Director) DIN: 01490535 DIN: 02701658


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lacs)

Particulars For the Year Ended 31st March 2014 31st March, 2013

Sales/Operating Income 336.30 153.57

Other Income 2.45 2.85

Less:-

Expenses:

Purchase of Stock in Trade 328.80 138.98

Change in Inventories of - - Stock in Trade

Employee Benefits Expenses 2.42 5.89

Finance Cost - -

Depreciation & Amortisation 0.19 0.20

Administrative & Other Expenses 6.04 10.99

Profit Before Tax 1.3 0.37

Less: Income Tax (0.248) 0.07

Deferred Tax (0.001) - Profit/(Loss) after tax 1.061 0.30

BUSINESS REVIEW

The year has ended with a Net Profit of Rs. 1,06,093/- as against Net Profit of Rs. 29,543/- of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2013-14.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

The Board consists of Executive & Non - Executive Directors including Independent Directors who have wide & varied experience in different disciplines of corporate functioning.

Shri. Rohit Kumar Singhal & Nimish Agarwal was appointed as an Additional Director by the Board in the category of Independent Director to broad base the Board of Director & to comply with the requirement Clause No. 49 of the Listing Agreement. The Company has received a notice in writing from members signifying his candidature for the office of the Director of the Company. Shri. Rohit Kumar Singhal & Nimish Agarwal is an Independent Director & the Board recommend for his appointment.

In accordance with Article of Association Mrs. Mamta Agarwal retire by rotation and being eligible , has offered himself for re- appointment.

Mr. Arvind Kumar Agarwal has resigned from the office of the directorship of the Company during the financial year under review.

AUDITORS AND THEIR REPORT

M/s Sudhir Agarwal & Associates, Chartered Accountants, who served as Statutory Auditors of the company since a long time, resigned from the position w.e.f. 09th September, 2014, expressing their inability to continue as the Statutory Auditors of the Company. In their replacement, M/s DEEPAK I P AGARWAL & CO., CHARTERED ACCOUNTANTS, will be appointed as Statutory Auditors of the Company with approval of shareholders of the company by way of ordinary resolution passed in its Annual General Meeting.

The board recommends their appointment as statutory auditors of the company.

SUBSIDIARIES

As on 31st March 2014, the Company has three Wholly Owned Subsidiary namely Holynx InfraBuild Limited, RAO Steels Limited and Vesilot Exports Limited respectively.

Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards.

CONSOLITED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company''s auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings & outgo, as required under the Companies Act, 2013, read with the Draft Companies Rules, 2014 is given as per Annexure of the Directors Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In Accordance with the provisions of Section 134(5) (Corresponding to Section 217(2AA) of the Companies Act, 1956) the Board confirms & submits the Director''s Responsibility Statement:-

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they 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 or loss of the company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2014.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

For and on behalf of the Board of Directors

Sd/- Sd/- Santosh Kumar Garg Nikhil Bansal Place : Delhi Managing Director Director Date : 14.08.2014 DIN: 01490535 DIN: 02701658


Mar 31, 2013

To, The Members of M/s. ASSOCIATED FINLEASE LIMITED

The Directors have pleasure in presenting the 19th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2013.

FINANCIAL RESULTS (Rs.In lacs) Particulars For the Year Ended 31st March 2013 31st March, 2012

Sales/Operating Income 153.57 148.76

Other Income 2.85 1.71

Less : Expenses:

Purchase of Stock in Trade 138.98 133.40

Change in Inventories of Stock in Trade

Employee Benefits Expenses 5.88 3.24

Finance Cost

Depreciation & Amortisation 0.20 0.33

Administrative & Other Expenses 10.99 9.46

Profit Before Tax 0.37 4.04

Less: Income Tax 0.07 0.67

Deferred Tax 0.05

Profit/(Loss) after tax 0.30 3.32

BUSINESS REVIEW

The year has ended with a Net Profit of Rs. 29543/- as against Net Profit of Rs. 332375/- of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best ''

to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2012-13.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

ALTERATION IN MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year, your Company has altered its Main object of the Memorandum of Association in consequence of the declaration of result of Postal Ballot dated 14th June, 2013 to carry on the business as follows after the deletion of sub clauses (1),(2) and (3) the following new sub clauses be added as sub clause (5), (6), (7) and (8) after existing sub clause (4) in the ''Main Objects'' clause of the Company.

5. To carry on the business of sale, purchase, trading, import, export, manufacturing, servicing, repair, maintenance, marketing, install or otherwise deal in all kinds, descriptions and form of household electrical and electronics home appliances such as machines, transistors, transformers, receivers, conductors, magnetic materials, microwave components, surgical disposables and equipments and agnostic equipments and goods, videogames, apes, discs fitting switches and all computer hardware, software and peripherals and parts thereof, watches and its parts, electric irons, professional iron dryers, hot plates, ovens, boilers, grillers, cooking ranges, heaters, coolers, stoves, dish geysers, toasters, juicers, mixers, grinders, flour makers, heating appliances, cooling appliances, fans, bulbs, tubes, lighting instruments, lamps, washing machines, electric and auto bulbs, plastic and polythene electrical products, thermostats, radios, televisions, tuners.

6 To carry on the business of manufacturers, processors, makers, finishers, importers, exporters, agents, merchant buyers, wholesalers, traders, distributors, stockists, suppliers and dealers of all kinds and classes of domestics appliances, pressure cookers, non-stick cookware, non ferrous metals kitchenware appliances like hot cases, hot plates, coffee percolators and mixers, cooking range, iron toaster, room heaters, electric kettle, sauce pan, fry pan, egg boilers, electric mixer with mincer, juicer, buckets, electric stoves, hot air convectors casroles, knives, spoons, gas lighter, electric tandoor, water boilers, ice cream making equipments, bowls, bottles, oven, drums, boxes, hangers, utensil holders required in or used for domestic, commercial and other similar uses.

7. To carry on the business as exporter, importer, export agent, import agent, distributor, stockiest, contractor, supplier, dealer, trader, retailer of all kinds of goods, materials, commodities, articles, products and merchandise; to act as representative, agent, broker, commission agent, buying and selling agent or to otherwise deal in all kinds of goods, material, commodities, articles, products, merchandise and services.

8. To carry on the business of goldsmiths, silversmiths, jewelers, silver electroplaters and to buy, sell, acquire, dispose off, import, export, manufacture, trade, repair, alter, exchange or otherwise deal in precious/semi-precious articles, stones, silver, gold, bullion, diamonds, ornaments, antiques, utensils, gems, valuables, precious metals, pearls, coins, cup metals, shields, cutlery, presents and gifts and jewellery of all kinds.

DIRECTORS

During the year under review, following changes took place in the office of Directors of the Company:

In accordance with Article 107 of the Articles of Association, Mr. Nikhil Bansal retires by rotation and, being eligible, has offered himself for re-appointment.

Mr. Hah Om Bhatia had resigned from the office of the directorship of the Company during the financial year under review.

The Board of Directors places on record its sincere appreciation for the guidance and assistance provided by them during their tenure as Director of the Company.

AUDITORS AND THEIR REPORT

M/s. Sudhir Agarwal & Associates, Chartered Accountants, retiring auditor has presented willingness to be re- appointment as Statutory Auditor of the Company for the financial year 2013-2014. The Company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The approval of the shareholders is sought for this resolution.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company''s auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN-INGS AND OUTGO

The particulars regarding energy conservation and technology absorption as prescribed under 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 given in Annexure forming part of this Report.

LISTING STATUS:

Your Company is listed on Bombay Stock Exchange, Delhi Stock Exchange and Jaipur Stock Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they 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 or loss of the company for that period;

iii) they 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 fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

On behalf of the Board of Directors

For Associated Finlease Limited

Sd/-

Place : Delhi Santosh Kumar Garg

Date : 20.08.2013 (Chairman)


Mar 31, 2010

To The Members of ASSOCIATED FINLEASE LIMITED

The Directors have pleasure in presenting the 16th Annual Report or the business, operations and financial performance of the company during the financial year ended 31st March 201Q.

BUSINESS REVIEW

The year has ended with a Net Loss of Rs, 37110,00 as against Net Loss of Rs. 26714.00 of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year.

DIVIDEND

In view of Loss during the- year, no dividend is being recommended,

BOARD OF DIRECTORS

Shri Hari Om Bhatiah Director of the Company retires at the forthcoming Annual General Meeting and being offer himself for reappointment.

Your board of directors consist of the following directors:-

Mi Hari Om bhatia (Director)

Mr. Santosh Kumar Garg (Director)

Mr, Arvind Kumar Agarwal {Director)

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchanges, A separate report on Corporate Governance has been attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, ft is hereby confirmed'

1. That in the preparation of the accounts for the financial year ended 3lst March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company St the end of the financial year and of the profit of the company for Company at the end of the financial year and of the profit of the company for the year under review.

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 fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s RMSB ft ASSOCIATES, Chartered Accountants holds office of the Statutory

Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed Limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act,

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding the prescribed limit.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposit from public within the meaning of section 58-A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption,

Foreign Exchange Earnings & outgo as required under section 217(11(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1983 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of r staff, the Investors, the bankers, business associates fr all other stakeholders for their continued support to the company from time to time.

By the Order of the Board

For ASSOCIATED FINLEASE LIMITED

Place: New Delhi-110002 (Hari om Bhatia)

Dated: 30/08/2010 Director


Mar 31, 2007

To The Members of ASSOCIATED FINLEASE LIMITED

The Directors have pleasure in presenting the 13th Annual Report on the business, operations and financial performance of the company during the financial year ended 31stMarch 2007.

BUSINESS REVIEW

The year has ended with a Net Loss of Rs, 25540,00 as against Net Loss of Rs.43410.00 of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity, The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company, Baring unforeseen circumstances- we expect better performance in the current year.

DIVIDEND

In view of loss during the year, no dividend is being recommended,

CORPORATE GOVERNANCE

As per the Listing Agreement with the Stock Exchange, your Company has complied with the provisions of Inc. Corporate Governance Report and the Listing Agreement with the Stock Exchanges. A report on Corporate Governance has been attached to this report.

DIRECTORS

Mr Nalin Chaudhary and Mr Vijay Kapoor have resigned from the Directorship of the Company due to personal reasons. Your board of directors consist of the following directors:-

Mr. Hari om bhatia (Director)

Mr. Santosh Kumar Garg (Director)

Mr. Arvind Kumar Agarwal (Director)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, its hereby confirmed;

1. That in the preparation of the accounts for the financial year ended 31st March, 2007 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2, That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

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 fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2007 on a going concern basis,

AUDITORS

Your Company's Auditor Pawan P Gupta a Co., Chartered Accountants, the Auditors of the Company has expressed their unwillingness to be re-appointed as auditors. The Company had received a notice from a member under Section 225 of the Companies Act, 1956 proposing the appointment of M/s Sudhir Agarwal St Associates. Chartered Accountants as auditors of the Company. Members are requested to consider their appointments as the auditors of the Company and to fix their remuneration by passing a resolution under Section 224 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees} Rules, 1975, as amended, no employee was in receipt of remuneration exceeding the prescribed Limit annually, monthly or for any part thereof.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposit from public within the meaning of section 58-A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of r staff, the investors, the bankers, business associates Et all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASSOCIATED FINLEASE LIMITED

Place: New Delhi-110055 (Hari Om Bhatia)

Dated: 16th July, 2007 Director


Mar 31, 2004

To The Members of ASSOCIATED FINLEASE LIMITED

The Directors have pleasure in presenting the 9th Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2004,

BUSINESS REVIEW

The year has ended with a Met Loss of Rs, B4990.00 as against Met Loss of Rs. 193710.00 of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year

DIVIDEND

In view of loss during the year, no dividend is being recommended.

BOARD OF DIRECTORS

Shri Vijay Kapoor, Director of the Company retires at the forthcoming Annual General Meeting and being offer himself for reappointment.

Your board of directors consist of the following directors; -

Mr. Hari Om bhatia (Director)

Mr. Nalin choudhary (Director)

Mr. Vijay Kapoor (Director)

Mr. Santosh Kumar (Director)

CORPORATE GOVERNANCE

In line with the recommendations of the Securities h Exchange Board of India (SEBJ) on Corporate Governance, two separate committee for Audit and Protection of shareholders/investor Grievance Committee respectively, your Company has taken steps to comply with the provisions of the Corporate Governance Report and the Listing Agreement with the Stock Exchanges, A separate section titled "Report on Corporate Governance" has been included in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956h it is hereby confirmed:

1, That in the preparation of the accounts for the financial year ended 31st March, 2QQ4 the applicable Accounting Standards have been followed along with proper explanation re La ting to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

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 fraud and other irregularities.

A. That the Directors have prepared the accounts for the financial year ended 31st March t 2004 on a going concern basis.

AUDITORS

M/s Pawan P Gupta CO J Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appoint merit.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 22A (IE) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended no employee v/as in receipt of remuneration exceeding the prescribed limit annually* monthly or for any part thereof.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposit from public within the meaning of section 58-A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings Et outgo as required under section 2l7{1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of er staff, investors, the bankers, business associates & alt other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASSOCIATED FINLEASE LIMITED

Place: New Delhi (Hari Om Bhatia)

Dated: 29/07/2004 Director


Mar 31, 2002

The Directors have pleasure in presenting the 8th Annual Report on the Business, operations and financial performance of the company during the financial year ended 31st March 2002.

BUSINESS REVIEW

The year has ended with a Net Loss of Rs. 1263402.00 as against Net Loss of Rs. 4566795.00 Of last year. The Company is exploring Alternative avenues for business opportunities and wish to enter in new Area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company, Baring unforeseen circumstances- we expect better Performance in the current year.

DIVIDEND

In view of loss during the year, no dividend is being recommended,

BOARD OF DIRECTORS

Shri Hari Om Bhatia, Director of the Company retires at the forthcoming Annual General Meeting and being offer himself for reappointment.

Your board of directors consist of the following directors: -

Mr. Hari Om Bhatia (Director)

Mr. Nalin choudhary (Director)

Mr. Vijay Kapoor (Director)

Mr. Santosh Kumar (Director)

CORPORATE GOVERNANCE

In terms of clause 49 of the listing agreement with the Stock Exchanges, SEBI has made amendment to the Listing Agreement introduced a Comprehensive code on corporate governance, the requirement pertaining To corporate governance were to be complied with by your company with in the year 2001-2002 but not later than March 31,2002.Your Company has Started complying with all the prescribed requirement with in the Stipulated time ,A separate section titled "Report on Corporate Governance" has been included in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies Act, 1956, it is hereby confirmed;

1. That in the preparation of the accounts for the financial year ended 31st March, 2002 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

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 fraud and other irregularities,

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2002 on a going concern basis.

AUDITORS

M/s Pawan P Gupta CO,, Chartered Accountants holds office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting is eligible for re-appointment.

The Company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding the prescribed limit annually or monthly or for any part thereof.

PUBLIC DEPOSITS

During the year, the company has not accepted any deposit from public within the meaning of section 58-A of the Companies Act, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings fit outgo as required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time.

By the Order of the Board For ASSOCIATED FINLEASE LIMITED Place: New Delhi-110054 (Hari Om Bhatia) Dated: 27/08/2002 Director

 
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