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Directors Report of NCL Research & Financial Services Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(in Lac) Year ended Year Ended Financial highlights 31.03.2015 31.03.2014

Income 321.84 3277.82

Profit before Ta x & extraordinary ITEM80.29 136.69

Less : Provision for Taxation 25.40 43.95

Profit after Tax 54.89 92.74

Less : Transfer to Statutory Reserves 10.98 18.55

Less : Transfer to Contingent Provision against Standard Assets 1.82 11.82

Less : Extra-Ordinary Items 0.71 -

Add: Profit brought forward from Previous Year 100.21 71.87

Total Profit available for Appropriation 141.59 134.24

Less : Provision for Dividend @ 0.50 Paise - 29.09

Less : Ta x on Dividend - 4.94

Balance carried forward 141.59 100.21

OVERVIEW OF ECONOMY

Indian economy is expected to grow marginally higher at 7.5 per cent during the year compared with 7.2 per cent in 2014 and interest rate cuts will buttress private sector spending, said a group company of global rating agency Moody's.

Earlier this week, International Monetary Fund projected that India will overtake China as the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5 per cent, helped by its recent policy initiatives, pick-up in investments and lower oil prices. World Bank too has similar GDP growth forecast for India for the current fscal year.

Moody's Analytics said, India's economy is on a cyclical upswing and forward-looking indicators suggest domestic demand is gathering momentum.

On the disinvestment front, it said the government has begun selling public sets as it plans to raise Rs 70,000 crore in 2015-2016.

Moody's Analytics is of the view that "India's state-owned companies are notoriously inefficient, with significant bureaucracy and endemic corruption. Asset sales can make companies more productive and should ease the supply bottlenecks choking the economy."

Funds raised from disinvestments will be spent on developing India's ailing infrastructure.

OVERALL PERFORMANCE & OUTLOOK

The reduction in the lending rates by the RBI during the year under review has been encouraging factor for the borrowers to depend on the banking sector, due to which there has been a substantial reduction in the overall lending volume of the Company. Lending being the main business of the Company.

Gross revenue from operations during the year decreased substantially and stood at Rs. 321.84 Lac in comparison to last years' fgure of Rs. 3277.82 Lac. The Net Profit after Ta x for the year was Rs. 54.89 Lac in comparison to last years' Net Profit of Rs. 92.74 Lac, resulting a decline of almost 41% in comparison to previous years' performance.

The Company is one of the RBI registered NBFC and is in to the Business of Investment in Shares & Securities and Financing activities.

Your Company is positive considering the economic scenario of the Country with regard to the performances in the years to come.

DIVIDEND

In view of decline in Profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 29.085 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Except Mr. Vijay Jaideo Poddar, Chairman & Managing Director of the Company, none of the Directors and/or Key Managerial Person of the Company holds shares or convertible instruments of the Company. Mr. Vijay Jaideo Poddar is holding 40.625 Lac Equity Shares or 2.79% of Paid-up Capital in his own name whereas no relatives are holding any Shares in their name.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/ (loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Please refer point no. "18.2 of Notes to Accounts" for audit Qualification in the standalone financial statements by the statutory auditors for the year under review.

MANAGEMENT'S PERCEPTION OF AUDITORS REMARK

Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, or adverse Remarks" is given below:

With regard to inadequacy of supporting for some of the expenditure of revenue nature, the Board of Directors of the Company is on opinion that the same is wholly and exclusively attributable to the business of the Company.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the Year, your Board has appointed Mr. Mahavir Prasad Saraswat and Mrs. Puspa Devi Saraswat as Additional, Independent Directors of the Company to fulfill the requirement of Companies Act, 2013 as well as Clause 49 of Listing Agreement.

Further, w.e.f. 28th May 2015, Mr. Mahavir Prasad Saraswat has resigned from the Board due to his personal reasons. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Mahavir Prasad Saraswat during their tenure as Director of your Company.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

sl. date of date of Name designation No. appointment Resignation

1. Mr. Mahavir Prasad Saraswat Independent Director 20th Dec 2014 -

2. Mrs. Puspa Devi Saraswat Independent Director 27th March 2015 -

3. Ms. Priyadarshini Uttam Gote CFO 30th Sept 2014 -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

BSE has issue a Notice on 1st January 2015 suspending the trading in the Scrip w.e.f. 7th January 2015 for the reason of surveillance measures. BSE has not clarified till the time, about the period of suspension and any other reasons behind the action taken by BSE. Apart from this, there are no other significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN the end of the financial year and date of report

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act 2013, the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the E and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FIRM Policy is explained in the Corporate Governance Report.

Research & Development

The Company believes that technological obsolescence is a reality. Only progressive Research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on Research and development is not significant in relation to the nature size of operations of your Company.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of women at Workplace in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to Sexual Harassment.

AUDITORS

statutory auditors

Existing Auditors M/s B. B. Shah & Co., Chartered Accountants, Mumbai who have resigned as Statutory Auditors of the Company vide their letter dated 17th August 2015.

In place of existing Auditors, the Audit Committee recommended M/s DBS & Associates (FRN 018627N), Chartered Accountants, Mumbai for appointment to audit the accounts of the Company from the conclusion of the 30th Annual General Meeting up to the conclusion of the 35th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. DBS & Associates; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Neha Poddar, Company Secretaries in Practice (CP No.: 12190) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

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, 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.

Particulars Under Section 134 (3) (M) OF The Companies Act, 2013

Since the Company is into the Business of Financing (NBFC Activities) and into the trading and investment activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Public deposits

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Report on Corporate Goverence

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Lucknow, May 28, 2015 By order of the Board

For NCL Research & Financial services Ltd.

Registered Office :

Office No. 115, vijay Jaideo Poddar

City Hotel Complex, (DIN : 00339268)

Lalbagh, 24, B N Road Managing Director

Lucknow-226 001 (U. P.)


Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in Lac)

FINANCIAL HIGHLIGHTS Year Ended Year Ended 31.03.2014 31.03.2013

Income 3277.82 1195.90

Profit before Tax & Extra-Ordinary Items 136.69 67.34

Less : Provision for Taxation 43.95 20.81

Profit after Ta x 92.74 46.53

Less : Transfer to Statutory Reserves 18.55 9.31

Less : Transfer to Contingent Provision against Standard Assets 11.82 4.57

Add: Profit brought forward from Previous Year 71.87 39.22

Total Profit available for Appropriation 134.24 71.87

Less : Provision for Dividend @ 0.50 Paise 29.09 0.00

Less : Tax on Dividend 4.94 0.00

Balance carried forward 100.21 71.87

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye- catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India is estimated to have grown at 4.9% during the year under review, i.e. Financial Year 2013-14, as compared to 4.5% during the previous year. Although commercial activity has stagnated in FY 2013-14, there has been a turnaround in investor sentiments in the latter half of the year. However the industry chose to adopt a cautious approach in the context of a tight monetary policy followed by the Reserve Bank of India (RBI) due to inflationary pressures and other prevailing economical and political uncertainties.

The NBFC sector in India is integral to the financial framework of the country. Compared to the global standards, the size of the industry is relatively small. However, the industry has witnessed a Compounded Annual Growth Rate (CAGR) of 22% during March 2006 to March 2013, when the country''s Gross Domestic Product (GDP) slowed down to 4.5% in financial year 2012-13 from 9.6% in financial year 2006-07. (Source: Reserve Bank of India Report, January 2014) The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14. The estimated value of FII holdings in India stands at US$ 279 billion.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to further slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. In spite of unfavorable economic scenario, your Directors are pleased to inform you that your Company has registered growth during the financial year.

Gross income from operations during the year increased substantially and stood at Rs. 3277.82 Lac in comparison to last years'' figure of Rs. 1195.90 Lac. In term of Net Profit after Tax for the year, the same has been doubled for the year and remained at Rs. 92.74 Lac in comparison to last years'' Net Profit of Rs. 46.53 Lac.

Your Company as NBFCs continues to play a key role in the development of the country by being present in under-banked and unbanked regions and participating in inclusive growth. The recent global financial crisis has however highlighted the importance of widening the focus of NBFC.

The Company is in to the Business of Investment in Shares & Securities and Financing activities.

Your Company is hopeful of continue to do well in coming years and should remain as one of healthy and profitable entrepreneur in coming years.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2014 at 50 Paise (Fifty Paise) per share or 5% (five percent) on face value of Rs. 10/- each, subject to approval of Members at the ensuring Annual General Meeting.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

PROPOSAL TO CHANGE ITS REGISTERED OFFICE FROM LUCKNOW TO MUMBAI

The Company has proposed to Change its Registered Office from city of Lucknow (Uttar Pradesh) to city of Mumbai (Maharashtra). For this purpose, the Resolution has already been passed by Members by way of Postal Ballot Rules 2011. The Company has filed its application with Regional Director (RD) and the application is under consideration with RD.

DIRECTORS

There is no change in composition of Board during the year

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

STATUTORY INFORMATION

The Company being basically in to the business of Investment Shares & Securities and into the financing activities, requirement regarding disclosure of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development

will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s B. B. Shah & Co., Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 29th Annual General Meeting up to the conclusion of the 34th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. B. B. Shah & Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required 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 reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

By order of the Board For NCL RESEARCH & FINANCIAL SERVICES LTD.

Vijay J. Poddar

(DIN : 00339268)

Managing Director

Lucknow, May 27, 2014

Registered Office : Shop No. 216, City Hotel Complex, Lalbagh, 24, B N Road Lucknow-226 001 (U. P.)


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013. (Rs. in Lacs) Financial Highlights Year Ended Year Ended 31.03.2013 31.03.2012

Income 1195.90 1038.39

Profit before Ta x & extraordinary item 67.34 21.67

Less : Provision for Taxation 20.81 6.70

Profit after Tax 46.53 14.97

Less : Transfer to Statutory Reserves 9.31 2.99

Less : Transfer to Contingent Provision against Standard Assets 4.57 3.00

Add: Profit brought forward from Previous Year 39.22 30.24

Balance carried forward 71.87 39.22

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to further slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. In spite of unfavorable economic scenario, your Directors are pleased to inform you that your Company has done well for the year under review.

Gross income from operations during the year increased marginally and stood at Rs. 1195.90 Lac in comparison to last years'' figure of Rs. 1038.39 Lac. In term of Net Profit, the same has been increased around 211% and the same remained at Rs. 46.53 Lac in comparison to last years'' Net Profit of Rs. 14.97 Lac.

The Company is in to the Business of Investment in Shares & Securities and doing Financing activities.

Your Company is hopeful of continue to do well in coming years and should remain as one of healthy and profitable entrepreneur in coming years.

DIVIDEND

In order to conserve resources to meet the working capital requirements, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, Mr. Manish Baid has resigned from the Board w.e.f. 6th January 2013. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Manish Baid during his tenure as Director of your Company.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Goutam Bose, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Goutam Bose, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Goutam Bose pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/ explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

STATUTORY INFORMATION

The Company being basically in to the business of Investment Shares & Securities and into the financing activities, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in information and technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required 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 reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Lucknow, May 30, 2013 By order of the Board

For NCL RESEARCH & FINANCIAL SERVICES LTD.

Registered Office :

19, Krishna Colony

Mahanagar, Lucknow - 226 006 Vijay J. Poddar

Uttar Pradesh Chairman


Mar 31, 2011

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Revenue / Sales 328.92 324.47

Profit before Ta x & Extraordinary Items 20.63 9.16

Less : Provision for Taxation 6.38 3.13

Profit after Tax 14.25 6.03

Add : Profit brought forward from Previous Year 15.99 9.97

Balance carried forward 30.24 16.01



DIVIDEND

In view of inadequate profit, looking to the slow down in economy as well as in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its human capital. During 2011-12, the Company continued to strengthen its HR processes in line with its objective of creating an inspired workforce. The employee engagement initiatives included placing greater emphasis on learning and development, launching leadership development programme, introducing internal communication, providing opportunities to staff to seek inspirational roles through internal job postings, streamlining the Performance Management System, making the compensation structure more competitive and streamlining the performance-link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Company has built a training infrastructure which seeks to upgrade skill levels across grades and functions through a combination of in-house and external programme.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

NCL's biggest assets are their employees. We are continuously working on innovative initiatives to attract, train, retain and motivate our employees. Our endeavors are driven by a strong set of values imbibed in us and policies that we abide by. Our constant goal, and indeed our biggest strength, is a healthy, happy and prosperous work environment for all our employees. Currently staff strength of the Company is 12 Employees including senior & junior category staff and workers.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, Mr. Giriraj Kishore Agarwal has resigned from the Board w.e.f. 15th July 2010. The Board places on record their appreciations of the invaluable contributions made him to the Company.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Manish Baid, who retires by rotation, are eligible for reappointments.

None other Directors are interested in re-appointments of Mr. Manish Baid.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

AUDITORS

Auditors M/s. Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT:

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

REPORT ON CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company's plan. By far the employee's relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of trading in Textile Goods as well as Investment in Shares & Securities, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required 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 reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long- term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Lucknow, June 30, 2011 By order of the Board

For NCL RESEARCH & FINANCIAL SERVICES LTD.

Registered Office :

19, Krishna Colony

Mahanagar, Lucknow - 226 006 Vijay J. Poddar

Uttar Pradesh Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended

31.03.2010 31.03.2009

Income 39.54 48.70

Profit before Tax & Extraordinary Items 9.16 11.03

Less : Provision for Taxation 3.12 4.14

Profit after Tax 6.04 6.89

Add : Profit brought forward from Previous Year 9.97 3.08

Balance carried forward 16.01 9.97

DIVIDEND

In view of meager profit, looking to the slow down in economy as well as in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

INDUSTRY STRUCTURE AND DEVELOPMENT

The textile industry holds significant status in the India. Textile industry provides one of the most fundamental necessities of the people. It is an independent industry, from the basic requirement of raw materials to the final products, with huge value-addition at every stage of processing.

Today textile sector accounts for nearly 14% of the total industrial output. Indian fabric is in demand with its ethnic, earthly colored and many textures. The textile sector accounts about 30% in the total export. This conveys that it holds potential if one is ready to innovate.

Textile industry is constituted of the Readymade Garments, Cotton Textiles including Handlooms (Mill made/Power loom/Handloom), Man-made Textiles, Silk Textiles, Woollen Textiles etc.

At present, the textile industry is undergoing a substantial re-orientation towards other then clothing segments of textile sector, which is commonly called as technical textiles. It is moving vertically with an average growing rate of nearly two times of textiles for clothing applications and now account for more than half of the total textile output. The processes in making technical textiles require costly machinery and skilled workers.

OPPORTUNITIES & THREATS

OPPORTUNITIES

It is anticipated that Indias textile industry is likely to do much better. Since the consumption of domestic fabric is low, the growth in domestic consumption in tandem is anticipated with GDP of 6 to 8 % and this would support the growth of the local textile market at about 6 to 7 % a year.

India can also grab opportunities in the export market. The industry has the potential of attaining $34bn export earnings by the year 2010. The regulatory polices is helping out to enhance infrastructures of apparel parks. Specialized textile parks, EPZs and EOUs.

The Government support has ensured fast consumption of clothing as well as of fabric. A single rate will now be prevalent throughout the country.

The Indian manufacturers and suppliers are improving design skills, which include different fabrics according to different markets. Indian fashion industry and fashion designers are marking their name at international platform. Indian silk industry that is known for its fine and exclusive brocades, is also adding massive strength to the textile industry.

Forecast till 2010 for textiles by the government along with the industry and Export Promotion Councils is to attain double the GDP, and the export is likely attain $85bn. The industry is anticipated to generate I2mn new jobs in various sectors.

THREATS

Massive Fragmentation:

A major loop-hole in Indian textile industry is its huge fragmentation in industry structure, which is led by small scale companies. Despite the government policies, which made this deformation, have been gradually removed now, but their impact will be seen for some time more. Since most of the companies are small in size, the examples of industry leadership are very few, which can be inspirational model for the rest of the industry.

The uneven supply base also leads barriers in attaining integration between the links in supply chain. This issue creates uncontrollable, unreliable and inconsistent performance.

Political and Government Diversity:

The reservation of production for very small companies that was imposed with an intention to help out small scale companies across the country, led substantial fragmentation that distorted the competitiveness of industry. However, most of the sectors now have been de-reserved, and major entrepreneurs and corporate are putting-in huge amount of money in establishing big facilities or in expansion of their existing plants.

Despite some motivating step taken by the government, other problems still sustains like various taxes and excise imbalances due to diversification into 35 states and Union Territories. However, an outline of VAT is being implemented in place of all other tax diversifications, which will clear these imbalances once it is imposed fully.

Labour Laws:

In India, labour laws are still found to be relatively unfavorable to the trades, with companies having not more than ideal model to follow a hire and fire policy. Even the companies have often broken their business down into small units to avoid any trouble created by labour unionization.

In past few years, there has been movement gradually towards reforming labour laws, and it is anticipated that this movement will uphold the environment more favorable.

Distant Geographic Location:

There are some high-level disadvantages for India due to its geographic location. For the foreign companies, it has a global logistics disadvantage due the shipping cost is higher and also takes much more time

comparing to some other manufacturing countries like Mexico, Turkey, China etc. The inbound freight traffic has been also low, which affects cost of shipping - though, movement of containers are not at reasonable costs.

PERFORMANCE & CURRENT YEAR PROSPECTS

The Company is in the activities of trading of Textiles products apart from investing activities in Shares & Securities. Although the situation has improved in comparison to previous financial year but is not up to the level of industry expectation. There was a little increase in demand of textile products but was limited to higher inflation rate and significant drop in the per capita income of common man. Drop in the income of common man has affected the business of entire industry and the same was for the Company also. Due to the lack of consistence demand, the turnover of Company has dropped and thus the profit of Company has also dropped to that extent.

The Global situation is improving and demand is increasing slowly and the same about Indian textile market. Increased demand of manpower is showing some sign of improvement and looking to that the Company is hopeful to do better, both in term of turnover and profit in current financial year 2010-11.

BUSINESS SEGMENT

Your Company offers its services to customers through industry practices in Textile, by way of trading of textiles products. Apart from this, out of its surplus fund, the Company is also doing investing activities in Shares & Securities.

RISK & CONCERNS

New innovations in clothing production, manufacture and design came during the Industrial Revolution - these new wheels, looms, and spinning processes changed clothing manufacture forever.

There were various stages - from a historical perspective - where the textile industry evolved from being a domestic small-scale industry, to the status of supremacy it currently holds. The cottage stage was the first stage in its history where textiles were produced on a domestic basis.

During this period cloth was made from materials including wool, flax and cotton. The material depended on the area where the cloth was being produced, and the time they were being made.

During this era, excess cloth was bought by the merchants who visited various areas to procure these left-over pieces. A variety of processes and innovations were implemented for the purpose of making clothing during this time. These processes were dependent on the material being used, but there were three basic steps commonly employed in making clothing. These steps included preparing material fibers for the purpose of spinning, knitting and weaving.

Today, modern techniques, electronics and innovation have led to a competitive, low-priced textile industry offering almost any type of cloth or design a person could desire. With its low cost labour base, China has come to dominate the global textile industry.

All above are indications of big Risks and Concerns for the Company and change in the technology and trend can affect the demand and thus can affect the business of Company. Although the Company is taking care of above factors but this cannot guarantee the bright future of Company.

OVERVIEW

The Company is planning to counter its challenges through focused marketing, tight control on liquidity

and margins, cost effective sourcing of products and services and improved quality of products through process automation. The Company has also showing its presence in trading arena of Textile market.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

NCL has developed adequate Internal Control Systems in place to ensure a smooth functioning of its business. The Control System provides a reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against misuse or loss of Companys assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

NCLs biggest assets are their employees. We are continuously working on innovative initiatives to attract, train, retain and motivate our employees. Our endeavors are driven by a strong set of values imbibed in us and policies that we abide by. Our constant goal, and indeed our biggest strength, is a healthy, happy and prosperous work environment for all our employees. Currently staff strength of the Company is 12 Employees including senior & junior category staff and workers.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

During the year, Mr. O. P. Singhania has resigned from the Board w.e.f. 31 st May 2009. The Board places on record their appreciations of the invaluable contributions made him to the Company.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. L. N. Sharma & Mr. Goutam Bose, who retires by rotation, are eligible for reappointments.

None other Directors are interested in re-appointments of Mr. L N. Sharma & Mr. Goutam Bose.

Further, non of the Directors of the Company are disqualified under section 274(l)(g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.

The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(IB) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITORS REPORT

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Companys plan. By far the employees relations have been cordial through out the year.

The information as required by provisions of section 2I7(2A) of the Companies Act 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (I) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of trading in Textile Goods as well as Investment in Shares & Securities, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 2l7(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31 st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long- term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.



Lucknow, May 31, 2010 By order of the Board

For NCL RESEARCH & FINANCIAL SERVICES LTD.



Registered Office :

4/304, Deepak Apartments,

Sahara Street, Janakipuram, Vijay J. Poddar

Lucknow-226 02 (Uttar Pradesh) Chairman

 
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