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Directors Report of Octal Credit Capital Ltd.

Mar 31, 2015

The Director have pleasure in presenting the 23rd Annual Report of the Company together with Audited Statements of Accounts for the year ended 31st March 2015.

FINANCIAL STATEMENT:

(Rs. in Lacs)

Particulars For the Year Ended For the Year Ended March 31, 2015 March 31, 2014

Revenue from Operation 39.63 44.11

Other Income 26.14 0.74

Total Income 65.77 44.85

Total Expenses 64.87 43.74

Profit/(Loss) Before Tax 0.90 1.11

Provision for Taxation - 0.46

Deferred Tax Asset/(Liability) (0.02) 0.17

MAT Credit Entitlement 0.79 -

Profit/(Loss) After Tax 1.67 0.48

OPERATING & FINANCING PERFORMANCE:

There has been no change in nature of business of the company during the F.Y. 2014-2015.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the company during the F.Y. 2014-2015.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes and commitments, affecting the Financial Position of the Company, which have occurred between the End of Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND:

Your Board of Directors has decided that the funds of the company are required for future expansion of the company and so the profits of the company for the year ended on 31st March 2015 shall be deployed for the said purpose. The Board has decided not to recommend any dividend for the year ended 31st March 2015.

TRANSFER TO RESERVE:

Your company has transferred Rs. 33,490/- to statutory reserve under section 45 IC of RBI Act 1934 for the year ended 31.03.2015.

CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 stood at Rs. 5,00,09,000/-. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options. The company neither came out with rights, bonus, private placement and preferential issue.

OPERATIONS & FUTURE OUTLOOK:

Due to changes in regime the industry outlook for listed NBFCs seems very challenging, the upcoming Insider trading regulation is of immense transparent & disclosure based. The effect of change in companies' law has in a way made a complete change in law & working of the companies in the whole economy. The companies are now working for the stakeholder benefits, as they now believe to strive at a certain place, we need to make it better place to survive. The regulatory framework has also undergone change. The revised RBI regulations for NBFCs have been formed with the purpose of strengthening the financial system and to bring the norms in line with those of banks. According to RBI one of the main reasons for tighter regulation is to reduce the systematic risk they pose to the financial system since they borrow heavily from banks. Prima facie it may appear that these reforms will affect the productivity of the NBFCs; however, with time they are more likely to improve NBFCs capacity to endure asset quality shocks and also deal with systemic risks. Moreover, increase in disclosure requirements and corporate governance norms will have a three-fold effect. It will enhance transparency and increase the responsibility of the management and further supplement investor awareness. In all, the current year has caused distress to the industry but the change in the business environment may cause NBFCs to de-stress and record better growth numbers.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the

Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation and comments of the Audit Committee are placed before the board.

DIRECTORS & KEY MANAGERIAL PERSON:

Key Managerial Personnel

Mr. Jhumar Mall Saraogi – Whole Time Director

Mr. Shyam Arora - Chief Financial Officer

Mrs. Payal Bhutoria - Company Secretary

Non-Executive, Non Independent Directors

Mr. Dilip Kumar Patni Mr. Kamal Nayan Jain Mrs. Vandana Patni

Non-Executive, Independent Directors

Mr. Sambhu Nath Jajodia

Mr. Bijay Bagri

Appointment :

Pursuant to provisions of section 149 and 161(1) of Companies Act 2013 Ms Vandana Patni was appointed as additional director of the company w.e.f. 23rd March, 2015 and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director whose office shall be liable to retire by rotation.

At the Annual General Meeting held on 24th Day of September 2014, the existing Independent directors Mr. S. N. Jajodia and Mr. B. K. Bagri has being appointed as Independent Directors under section 149(6) of the Companies 2013 and clause 49 of Listing Agreement for a period of (5) five years effective from 1st April 2014 and shall not be liable to retire by rotation in terms of Companies Act 2013. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the section 152 of Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Jhumar Mall Saraogi, Whole Time Director retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the company.

A brief resume of the Directors proposed to be appointed along with additional information is provided in the notice of Annual General Meeting.

MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies' Act 2013. During the year under review, 11 (Eleven) board meetings were convened and held. The date on which meeting were held are as follow :

30.04.2014, 30.05.2014, 30.06.2014, 13.08.2014, 24.09.2014, 29.09.2014, 14.11.2014, 22.12.2014, 14.01.2015, 13.02.2015 & 23.03.2015

The maximum interval between any two meetings did not exceed 120 days.

FORMAL ANNUAL EVALUATION:

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board carried out an annual evaluation of its own performance and individual directors. It also evaluated the performance of the Audit, Nomination & Remuneration. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, experience, expertise, leadership qualities, attendance at the meetings, contribution, responsibilities shouldered etc. In compliance with Clause 49(1)(D)(2)(i) of the Listing Agreement, the Board monitors and reviews the Board evaluation framework.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on January 14, 2015, inter alia, to discuss:

- Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

- Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure I. and forms a part of the Board Report. Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has no Subsidiary Company. Details of Associate Companies during the year under review is annexed as Annexure II (i.e. in Form AOC - I) and forms part of the Board Report.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS M/s. Jain Binod & Associates, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 1 year pursuant to section 139(2) of the Companies Act 2013 and rules made thereon in the Annual General Meeting held on 24th September 2014 Further the Auditors have confirmed their eligibility under section 141 of the Companies Act 2013 and rules farmed there under and also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under clause 49 of Listing Agreement. As required under section 139 of Companies Act 2013, the appointment of Statutory Auditor is required to be placed before the members in every general meeting for their ratification. Accordingly a resolution seeking member's consent for the appointment of M/s. Jain Binod & Associates as statutory Auditor for the F.Y. 2015-2016 is included in the Notice convening the Annual General meeting.

SECRETARIAL AUDITOR: 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 Mr. Babu Lal Patni, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure III.

INTERNAL AUDITOR: Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed M/s. Amresh Jain & Co. , to undertake the Internal Audit of the Company for 2 years i.e for the F.Y. 2013-2014 & 2014-2015. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2015.

AUDITOR REPORTS There are no qualifications, reservation or adverse remarks made by M/s. Jain Binod & Associates , the statutory Auditor, in their report and by Mr. Babu Lal Patni, Company Secretary in practice, in their Secretarial Audit Report.

The statutory Auditor have not reported any incident of fraud to the Audit committee of the company in the year under review.

COMMITTEES:

With a view to have a more focused attention on business and for better governance and accountability, and in accordance with the Companies Act 2013, your Board has re-constituted the following mandatory committees viz. Audit Committee & Nomination and Remuneration Committee.

i) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three Members of the Audit Committee.

The composition of the Audit Committee is given below:

S. No. Name of Member Category

1 Mr. Sambhu Nath Jajodia Chairman – Independent, Non Executive

2 Mr. Bijay Bagri Independent , Non Executive

3 Mr. Dilip Kumar Patni Non Independent, Non - Executive

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The company has adopted a Whistle Blower policy to establish a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or ethics policy. The said policy is hosted on the website of the company (www.occl.co.in)

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to section 178 of Companies Act 2013 and revised clause 49 of Listing Agreement, the company has re-constituted its existing Remuneration committee as Nomination & Remuneration Committee under the new provisions and revised the terms of reference accordingly. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director's performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.

At present, there are Three Members of the Nomination and Remuneration Committee, in which Two are Independent Directors.

The composition of the Nomination And Remuneration Committee is given below:

S. No. Name of Member Category

1 Mr. Sambhu Nath Jajodia Chairman – Independent, Non Executive

2 Mr. Bijay Bagri Independent , Non Executive

3 Mr. Dilip Kumar Patni Non Independent, Non - Executive

The said policy is hosted on the website of the company (www.occl.co.in)

RISK MANAGEMENT POLICY:

Pursuant to section 134(n) of Companies Act 2013 and revised clause 49 of Listing Agreement, your company has a robust Risk management framework to identify, evaluate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the competitive advantage. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a company level. The said policy is hosted on the website of the company (www.occl.co.in)

CORPORATE SOCIAL RESPONSIBILITY:

The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed MGT 9. The details forming art of the extract of Annual Return as on 31st March 2015 is annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 & CLAUSE 32 OF LISTING AGREEMENT:

Pursuant to clause 32 of Listing Agreement, there has being no loans/advances and investment made by the company in its own shares. The company had 2 associates during the year under review out of which 1

Company seized to be recognized as an associate during the year. The Company being an NBFC, requirement of section 186(11) of Companies Act, 2013 is not applicable to the company.

DEPOSITS:

Your company is non deposit taking NBFC registered with RBI, thus the said clause is not applicable and the company does not accept any deposit. The Board of Directors has duly passed a resolution in their meeting giving effect to the aforesaid statement.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions with related parties entered by the company during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of section 188 of the Companies Act 2013 are not attracted and thus disclosure about details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee as also the Board for approval. During the year under review the company has not taken any omnibus approval from Audit committee. A Related Party policy has been devised by the board of Directors for determining the materiality of transactions with related parties and dealing with them. Further your directors draw your kind attention of the members to note no 2.26 to the financial statements which sets out related party transactions.

CORPORATE GOVERNANCE REPORT:

As per SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15.09.2014, the provisions of Clause 49 does not stand applicable for the Company. Therefore Corporate Governance Report for the year ended 31.03.2015 is not prepared.

DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT :

The Company believes that it is the responsibility of the organisation to provide an environment to its employee which is free of discrimination, intimidation and abuse and also to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment. Further there stood no cases filed during the year under review.

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

Since the Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, technology absorption and foreign exchanges earning and outgo, as prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that — OCTAL CREDIT CAPITAL LIMITED Annual Report 2014-15

a) In the preparation of the annual accounts for the Financial year ended on 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

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

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

On Behalf of the Board of Directors

Place: Kolkata D. K. Patni

Date : May 29,2015 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2014 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year

Profit before tax 1,10,649.79 (44,805.56)

Tax Expense:

1) Current tax 45,799.00 20,000.00 2) Deferred tax 17,217.00 (71,050.00)

3) Income Tax For Earlier Years --- 1,920.00

Profit (Loss) for the period 47,633.79 4,324.44

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31stMarch, 2014.

OPERATION

During the Financial Year 2013 - 2014, the performance of the company was satisfactory. The Company has earned a Profit of '' 1.11 Lac (before Tax) in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. D.K. Patni and Mr. K.N. Jain retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

None of your Directors are dis -qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards notified under Companies Act, 1956 read with General Circular no 15/

2013 dated 13.09.2013, issued by MCA, in respect of section 133 of Companies Act, 2013 have been followed and there is no material departure from the above.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the Profit of the company for the year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

iv) the Directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2014 on a going concern basis.

AUDITORS & AUDITORS REPORT

M/s Jain Binod & Associates, Chartered Accountants (Firm Reg. No. 320231E) the retiring Auditor of the Company retires at the ensuing Annual General Meeting be and is hereby proposed to be reappointed as Statutory Auditors of the Company for a term of 1 year to hold the office from the conclusion of this Twenty Second Annual General Meeting till the conclusion of Twenty Third Annual General Meeting.

The Company has received a certificate and consent from the Auditors that if re-appointed, they are qualified to act as the Auditors of the Company under Companies Act, 2013.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: N I L

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

Place: Kolkata Jhumar Mall Saraogi Date : The 30th Day of May'' 2014. (Whole Time Director)


Mar 31, 2013

DEAR MEMBERS,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2013 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year (RS.) (RS.)

Profit before tax (44,805.56) 2,146,666.83

Tax Expense:

1) Current tax 20,000.00 14,200.00

2) Deferred tax (71,050.00) 1,065.00

3) Income Tax For Earlier Years 1,920.00 —

Profit(Loss) for the period 4,324.44 2,131,401.83

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31" March, 2013.

OPERATION

During the Financial Year 2012 - 2013, the performance of the company was satisfactory. The Company has incurred a Loss of RS. 0.45 Lac (before Tax) in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. K.N. Jain retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

None of your Directors are dis -qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the Loss of the company for the year ended on that date ;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and iv) the Directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2013 on a going concern basis.

AUDITORS & AUDITORS REPORT

M/S. Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 21th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board



J. M. Saraogi - Whole Time Director

D. K. Patni - Director

Place : Kolkata Payal Bhutoria - Company Secretary Date : The 29th Day of May'' 2013.


Mar 31, 2012

DEAR MEMBERS,

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2012 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Year Previous Year (RS.) (RS.)

Profit before tax 2,146,666.83 241,167.43

Tax Expense:

1) Current tax 14,200.00

2) Deferred tax 1,065.00 13,524.00

Profit(Loss) for the period 2,131,401.83 227,643.43

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31st March, 2012.

OPERATION

During the Financial Year 2011 - 2012, the performance of the company was satisfactory. The Company has earned a profit of Rs. 21.31 Lacs in the previous year. In view of growth in economy, your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. S.N. Jajodia retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

The term of Mr. J.M.Saraogi, Whole Time Director, is due to expire on 20.04.2013. The Board of Directors at its meeting held on 30th May 2012 reappointed Mr. J.M.Saraogi as Whole Time Director fora further period of 5 years with effect from 21.04.2013 subject to the approval of the shareholders. A resolution proposing the re-appointment of Mr. J.M.Saraogi as the Whole Time Director from 21.04.2013 will be placed before the shareholders for approval at the ensuing Annual General Meeting.

Necessary information pursuant to Clause 49 of the listing agreement in respect of the Directors proposed to be reappointed at the ensuing Annual General Meeting are given in Corporate Governance Report.

None of your Directors are dis-qualified for being appointed as directors, as specified in Sec 274 (1) (g) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re Directors confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the Profit of the company for the year ended on that date ;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

iv) the Directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2012 on a going concern basis.

AUDITORS & AUDITORS REPORT

M/S; Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 20th Annual General Meeting and are recommended for re-appointment.

The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

J. M. Saraogi - Whole Time Director

D. K. Patni - Director

Place : Kolkata Payal Bhutoria - Company Secretary Date : The 30th Day of May''2012.


Mar 31, 2011

DEAR MEMBERS,

The Directors have pleasure in presenting the 19th Annual report on the business and operations of the Company together with Audited statements of accounts for the year ended 31st March 2011 to the shareholders.

REVIEW OF OPERATION

Some highlights of the performance during the said year are reproduced for your consideration:

Current Previous Year(Rs.) Year(Rs.)

PROFIT/(LOSS) BEFORE DEPRECIATION & TAX 324,631.43 (128,178.90)

Less: Depreciation 83,464.00 81,894.00

Profit / (Loss) before Tax 241,167.43 (210,072.90)

Less: Income Tax for Earlier years — 3,374.00

Less / (Add) : Deferred Tax 13,524.00 14,019.00

Profit / (Loss) after Tax 227,643.43 (227,465.90)

Less: Transfer to Reserve Fund 45,528.69 —

Add: Balance Brought Forward (1,591,435.25) (1,363,969.35)

Balance carried forward to Balance Sheet (1,409,320.51) (1,591,435 25)

DIVIDEND

In view of insufficient profit during the year, your directors regret their inability to recommend any dividend for the year-ended 31st March, 2011.

OPERATION

During the Financial Year 2010 - 2011, the performance of the company was not satisfactory. The Company has earned a profit of Rs. 2.27 Lakhs in the previous year, which was mainly on account of unstable and unpredictable conditions of Stock Market. In view of growth in economy your company is optimistic to perform better in the forthcoming years.

PRUDENTIAL NORMS

The Company is consistently complying with all the guidelines issued by the Reserve Bank of India for NBFCs with respect to capital adequacy, asset classification, and provisioning and income recognition on non-performing assets.

FIXED DEPOSITS

The Company has not accepted and/or renewed any fixed deposit during the period under review.

DIRECTORS

Mr. D.K. Patni retires from office by rotation in accordance with the requirements of Companies Act, 1956 and being eligible, offer himself for reappointment.

CORPORATE GOVERNANCE

Your Company complies with all the requirements pertaining to Corporate Governance, in terms of Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on Corporate Governance has been included in this report along with a certificate from the auditors of the company regarding compliance of conditions of Corporate Governance. Further, a separate Management Discussion and Analysis report is also given in this report.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii) Your directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the company for that period.

iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) Your directors have prepared the accompanying Annual Accounts for the year ended 31st, March 2011 on a going concern basis.

AUDITORS

M/S. Jain Binod & Associates., Chartered Accountants, Kolkata, Statutory Auditors of your Company hold office until the conclusion of the 19th Annual General Meeting and are recommended for re-appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1C) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report read together with the notes to account is self explanatory and do not call for any further explanation under section 217(3) of the Companies Act, 1956.

PERSONNEL

During the year, no employee was in receipt of remuneration of or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956.

STATUTORY INFORMATION

Particulars required to be furnished by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988:

1. Part A and B pertaining to conservation and technology absorption are not applicable to the company.

2. Foreign Exchange earnings and outgoes: NIL

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude to the Company''s Clients, Bankers, Shareholders, Well Wishers and Employees, for their valued and timely support.

For and on behalf of the Board

J.M. Saraogi - Whole Time Director

Place : Kolkata D. K. Patni - Director

Dated : The 30th Day of May'' 2011. Payal Bhutoria - Company Secretary

 
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