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Directors Report of Moongipa Capital Finance Ltd.

Mar 31, 2014

Dear members,

The directors take pleasure in presenting the 27th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The highlights of your company''s financial results for the financial year under review are summarized below:

(Rs. in Lacs) (Rs. in Lacs) Year Ended Year Ended 31.03.2014 31.03.2015

Gross Income 54.15 60.06

Less : Interest & Finance 2.62 4.20 Charges

Less: Personnel &Admn. 53.27 54.40 Charges

Less: Depreciation 1.71 1.22

Less: Provision for Taxes 1.06 0.66

Net Profit/(Loss) for the year (4.52) (0.42)

DIVIDEND

Since with a view to conserve the resources and in absence of profit the Directors have not recommended any dividend for the year ended 31.03.2014.

PERFORMANCE REVIEW

The financial year 2013-14 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled it for greater part of financial year 2012-13 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 4.52 lakhs as against the loss of Rs. 0.42 lakhs in the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

MANAGEMENT''S DISCUSSION AND ANALSYS

The report on Management Discussion and Analysis as required under the Listing Agreement is enclosed to this report. Certain statements in that section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

PUBLIC DEPOSITS

Your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

TRANSFER OF RESERVES

Your Company has not transferred any sum to the General reserves.

DIRECTOR

Mr. Sanjeey Jain DIN: (00122687), director of your company, retires by rotation and being eligible offers himself for reappointment.

Mrs. Jyoti Mehta (06859880) was appointed as additional director of the Company on 25th April 2014, The Company has received a notice in writing from a member signifying his intention to propose the candidature of Mrs. Jyoti Mehta for the office of director in terms of Section 160 and other applicable provisions of the Companies Act, 2013. She is being appointed as director liable to retire by rotation.

Mr. Mohd. Nasir (DIN: 02703793) has resigned on 25th April 2014 from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

(i) That in preparation of annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

(iii) That 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) We have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company''s philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in alt facets of its operations as well as in all interactions with its stakeholders including shareholders, Lenders and regulatory Authorities. Your Company has also implemented several best corporate governance, code of conduct and ethics. As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

(a) Statutory Auditors:

In compliance with the Companies (Audit & Auditors) Rules, 2014. M/s Saxena & Saxena, Chartered Accountants (Firm Registration Number-006103N), the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term till the conclusion of fourth Annual General Meeting, with this AGM being counted as the first AGM to authorize the Board of Directors to fix their remuneration,

(b) Internal Auditors:

The Company has appointed M/s R. Mahajan & Associates (Firm Registration Number-0011348N), Chartered Accountants as its Internal Auditors to cany out the Internal Audit of various operational areas of the Company.

(c) Secretarial Auditors:

As per provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out secretarial audit of the Company. The Company has appointed M/s S. Aggarwal & Associates, Practicing Company Secretaries (Membership Number-FCS6l58 & C.P. No.-8989) as Secretarial Auditors of the Company for the Financial Year 2014-15.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) of the Companies Act, 1956 is not applicable, as the company is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/ Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975. There is no employee in the aforesaid category.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company''s Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company''s continuing success.

For & On behalf of the Board Sanjay Jain Director

Place: New Delhi Date: 29th May 2014


Mar 31, 2013

To the members,

The directors have the pleasure in presenting the 26th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(Rs. In Lacs) (Re. In Lace) Year Ended Year Ended 31.03.2013 31.03.2012

Gross Income 60.06 46.72

Less: Interest & Finance Charges 4.20 1.03

Less: Personnel & Admn.Charges 54.40 43.50

Less: Depreciation 1.22 1.45

Less: Provision for Taxes 0.66 0.23

Net Profit/(Loss) for the year (0.42) 0.50

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2013.

PERFORMANCE REVIEW

The financial year 2012-13 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled K for greater part of financial year 2011-12 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 0.42 lakhs as against the profit of Rs. 0.50 lakhs in the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments In economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

PUBLIC DEPOSITS

In terms of the provisions of Section 58A of the Act read with companies (Acceptance of deposit rules), 1975, your company has not accepted any deposits from public and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTOR

Mr. Sanjay Jain, director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

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

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

lii) We 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;

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

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/s Saxena * Saxena, Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificate pursuant to Section 224(1) (B) of the Companies Act 1956 have been obtained from the Auditors and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act.

AUDITOR8 REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self- explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional Information on conservation of energy, technology absorption as required under Sec.217(1)(e)of the CompaniesAct, 1956 is not applicable, as the company Is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PARTICULARS OF EMPLOYEES

As required by Section 217(2A) of the Companies Act 1956 read with the companies (Particulars of employees) Rules, 1975. There is no employee in the aforesaid category.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company''s Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company''s continuing success.

For & On behalf of the Board

Place: New Delhi

Date: 30705/2013 Chairman


Mar 31, 2012

The directors have the pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2Q12.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below.

(Rs. in Lacs) Year Ended Year Ended 31.03.2012 31,03.2011

Gross Income 46.72 42.08

Less : Interest & Finance Charges 1.03 0.19

Less: Personnel &Admn.Charges 43.50 36.63

Less : Loss on sale of Shares/Mutual Fund 0.00 2.67

Less: Depreciation 1.45 1.76

Less. Provision for Standard Assets 0.00 0.40

Add: Provision no longer required 0.00 2.27

Less: Provision for Taxes 0.23 1.47

Net Profit/(Loss) for the year 0.50 1,23

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2012.

PERFORMANCE REVIEW

During the year under review, revenue account shows Profit of Rs. 0.50 lacs as against the profit of Rs. 1.23 lacs in the last financial year. Directors are hopeful to earn more revenue in current year.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

FIXED DEPOSITS

For the year ending 31 March 2012 your company has not accepted any deposits under section 58Aof the Companies Act 1956.

DIRECTOR

Mr. Shyam Sharma, director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company tor that period.

iii) We have taken proper and sufficient care for the maintenance of adequate ac- counting 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;

iv) We have prepared the annual accounts on a going concern basis,

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/s Saxena 4 Saxena, Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificate pursuant to Section 224(1) (B) of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required by AS-15 on employee benefits.

The observations of the Auditors and the relevant notes on the accounts are self- explanatory 4 therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOR EIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) of the Companies Act, 1956 is not applicable, as the company is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PERSONNEL

There is no employee in the company whose particulars are required to be given under Section 217(2A) of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the company's Business Associates, Bankers, valued clients, Association of Leasing A Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company's continuing success.

For & On behalf of the Board

Place; New Delhi Chairman

Date. 24/05/2012


Mar 31, 2010

The directors have the pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2010.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(RS. In Lacs)

Year Ended Year Ended 31.03.2010 31,03,2009

Gross Income 45,25 51.48

Less: Interest & Finance Charges 0,34 0,35

Less: Personnel & Admn, Charges 38.49 41.09

Less: Loss on sale of

Shares/Mutual Fund 0.00 8.66

Less: Depreciation 1.75 2.66

Less: Provision for Substandard Assets 8.27 1.05

Less: Provision for Taxes 2.05 15.46

Less: Prior Period Items 0.00 1.52

Net Profit / (Loss) for the year (5.65) (19.32)

DIVIDEND

Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2010.

PERFORMANCE REVIEW

The financial year 2009-10 began on a positive note with the economies world over showing signs of recovery from the serious recessionary effects which had crippled it for greater part of financial year 2008-09 with each sector of the economy getting seriously affected. During the year under review, the Company has incurred a loss of Rs. 5.65 lakhs as against the loss of Rs. 19.32 In the last financial year. However the directors are confident that the company shall revive back, considering the present market conditions and economic revival of the country.

The overall risks to the outlook however remain slated to the downside. There are also looming concerns over a second round of convulsion in the advanced economies. If this was to happen, the recovery process is bound to be impacted.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the guidelines Issued by Reserve Bank of India, to the extant as applicable to the Company.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments In eco- nomic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the Implication to Its business of the various changes, as also the impact of altered economic policies and interna- tional developments.

FIXED DEPOSITS

For the year ending 31 March 2010 your company has not accepted any deposits under section 58A of the Companies Act 1956.

DIRECTOR

Mr. Sanjeev Jain, director of your company, retires by rotation and being eligible offers himself for reappointment.

Mr. Rakesh Ram has resigned from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

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

I) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year and of the profit & loss of the company for that period.

Ill) We 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;

Iv) We have prepared the annual accounts on a going concern basis.

TRADING IN EQUITY SHARES OF OUR COMPANY

The Company equity shares are being traded at Bombay Stock Exchange Ltd., Mumbai (BSE) W.e.f. July 06,2010.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate sec- tion of Corporate Govenance report together with the Auditors confirming compliance is set out In the Annexure forming part of this report

AUDITORS

M/s Saxena & Saxena, chartered Accountants, the Statutory Auditors of the com- pany will retire at the conclusion of the Annuel General Meeting and being eli- gible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The observations of the Auditors and the relevant notes on the accounts are self- explanatory & therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as re- quired under Sec.217 (1)(e) of the Companies Act, 1958 Is not applicable, as the company Is a Non-Manufacturing Company. During the year under review, there has been no foreign exchange Income/Out flow.

PERSONNEL

There Is no employee In the company whose particulars are required to be given under Section 217(2A) of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the com- panys Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record, their deep sense of ap- preciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards companys continuing success.

For & On behalf of the Board

Chairman

Place: New Delhi

Date : 22/07/2010


Mar 31, 2003

The directors have the pleasure in presenting the 16th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2003.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(RS. in Lacs) Year Ended Year Ended 31.03.2003 31.03.2002

Gross Income 103.34 128.24

Less : Interest & Finance Charges 19.68 22.93

Less : Personnel & Admn.Charges 10.21 12.08

Less : Loss on sale of assets 59.07 167.92

Depreciation 39.48 41.10

Less : Provision for Income Tax/ W/back _ 0.04

Less : Deferred Tax (60.65) 3.48

Net Profit/(Loss) for the year 35.55 (119.30)



DIVIDEND

The Directors have not recommended any dividend for the year ended 31.03.2003 in the absence of divisible surplus.

PERFORMANCE REVIEW

During the year under review, revenue account shows Profit of

RS. 35.55 lacs. This is a transitory and cleansing phase after a

prolonged recessionary economic cycle affecting the quality of

assets.

RBI PRUDENTIAL NORMS

Your Company continues to comply with all the prescriptions of Reserve Bank of India, as applicable.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand, developments in industrial sector exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to Its business of the various changes, as also the impact of altered economic policies and international developments.

FIXED DEPOSITS

For the year ending 31 March 2003 your company has not accepted any deposits under section 58a of the Companies Act 1956. DIRECTOR

Mr. Rakesh Dodeja, Director of your company, retires by rotation and being eligible offers himself for reappointment. Mr. S.C. Jain was appointed as additional director with effect from 27th September 2002. He will hold the office up to the date of ensuing Annual General Meeting and is eligible offered for appointment as director.

DIRECTORS RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the

information and documents collected by them, your Directors report:

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

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2002-2003 and of the profit of the company for the period.

iii) We 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,

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

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

AUDITORS

M/S Saxena & Saxena Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The Auditors Report is self-explanatory & does not require any clarification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) Of the Companies Act, 1956 is not applicable, as the company is a Non- Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

PERSONNEL

There Is no employee in the company whose particulars are required to be given under Section 217(2A) Of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the companys Business Associates, Bankers, valued clients, Association of Leasing & Finance companies, Government agencies as well as shareholders.

Your directors also take the opportunity to place on record , their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards companys continuing success.

For & On behalf of Board

Chairman

Place: New Delhi Date : August 12, 2003


Mar 31, 2002

The directors have the pleasure in presenting the 15th Annual Report together with Audited Statement of Accounts of your Company for the year ended 31 March 2002.

FINANCIAL RESULTS

Financial results of the company for the year under review are summarized below:

(Rs. in Lacs)

Year Ended Year Ended

31.03.2002 31.03.2001

Gross Income 128.24 145.53

Less : Interest & Finance Charges 22.93 30.93

Less : Personnel & Admn.Charges 12.08 10.45

Less : Loss on sale of assets 167.92 95.65

Depreciation 41.10 80.43

Provision For Taxation - -

Less : Provision for Income Tax/W/back - 0.04

Add : Unclaimed TDS written off 0.04 (0.32)

Less : Deferred Tax 3.48 -

Net Profit/(Loss) for the year (119.30) (72.21)

Profit Brought Forward from 132.38 204.60

The Previous Year Carried to Balance sheet 13.08 132.39

DIVIDEND

The Directors have not recommended any dividend for the year ended 31.03.2002 in the absence of divisible surplus.

PERFORMANCE REVIEW

During the year under review, revenue account shows loss of RS. 119.30 mainly on account of depreciation and write off. This is a transitory and cleansing phase after a prolonged recessionary economic cycle affecting the quality of assets.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits,Non-Banking Financial Companies Prudential Norms (Reserve Bank of India) Directions 1998 are not applicable to the Company in regard to capital adequacy or in any other aspects.

BUSINESS PROSPECTS

As the demand for financial services is a derived demand , developments in industrial sector exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments.

DIVERSIFICATION

Your company has large diversification plans in the field of Software Applications and exports. The management of the company is regularly in touch with other companies in the field of information technology looking for a mutually beneficial merger or collaboraion.

FIXED DEPOSITS

For the year ending 31 March 2002 your company has not accepted any deposits under section 58a of the Companies Act 1956.

DIRECTOR

Mr. Sanjay Jain, Director of your company, retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

According to the best of their knowledge & belief and of the information and documents collected by them, your Directors report:

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

ii) We have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2001-2002 and of the profit of the company for the period.

iii) We 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;

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

CORPORATE GOVERNANCE

As per the schedule of implementation announced for the purpose, the compliance of provisions of clause 49 of the listing agreement, as amended, shall be applicable to the company with the financial year 2002-03. Your directors have already initiated steps to comply with the requirements of the amended listing agreement.

AUDITORS

M/S Saxena & Saxena ,Chartered Accountants, the Statutory Auditors of the company will retire at the conclusion of the Annual General Meeting and being eligible for reappointment consented to be reappointed for another term. Necessary certificates pursuant to Section 224(1)(B) of the of the Companies Act 1956 have been obtained from the Auditors.

AUDITORS REPORT

The Auditors Report is self-explanatory & does not require any clarification.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW

Additional information on conservation of energy, technology absorption as required under Sec.217 (1)(e) Of the Companies Act, 1956 is not applicable, as the company is a Non- Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow.

PERSONNEL

There is no employee in the company whose particulars are required to be given under Section 217(2A) Of the Companies Act 1956

ACKNOWLEDGEMENT

Your directors would like to express their appreciation and gratitude to the companys Business Associates Bankers,valued clients,Association of Leasing & Finance companies,Government agencies as well as shareholders.

Your directors also take the opportunity to place on record , their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels , and also their contribution towards companys continuing success.

For & On behalf of the Board

Chairman

Place : New Delhi Date : August 12, 2002

 
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