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Directors Report of Oscar Investments Ltd.

Mar 31, 2015

To The Members of Oscar Investments Limited

The Directors have immense pleasure in presenting this 37th Annual Report along with Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

The brief highlights of Standalone and Consolidated financial results of the Company for the Financial Years 2014-15 and 2013-14 are as under:

Standalone Financial Result (Rs. in Lacs) Particulars March 31, March 31, 2015 2014

Income

Revenue from operations 11216.92 11306.08

Other Income 0.65 2.50

Total Revenue 11217.57 11308.58

Expenditure

Employee benefit expenses 131.13 30.80

Finance cost 5319.11 5603.34

Depreciation & amortization expenses 70.04 48.58

Other expenses 847.79 399.95

Provisions and loan losses 74.34 158.93

Total Expenses 6442.41 6241.60

Profit before Tax 4775.16 5066.98 Tax Expenses

- Current Tax 1885.00 1875.00

- Prior year- expenses/

(reversal of provision) - (44.22)

Deferred Tax (22.66) (3.33)

Wealth Tax - -

Profit for the year 2912.82 3239.53

Consolidated Financial Result

(Rs. in Lacs) Particulars March 31, March 31, 2015 2014

Income

Revenue from operation 11631.97 12043.52

Change in inventories (21.33) (13.39)

Other Income 615.41 64.67

Total Revenue 12226.05 12094.80

Expenditure

Cost of Material consumed 50.32 125.11

Employee benefit expense 516.58 536.88

Finance cost 5374.86 5613.43

Depreciation & amortization expenses 157.00 125.35

Other expenses 1410.55 1011.64

Provisions and loan losses 74.34 158.93

Total Expenses 7583.65 7571.34

Profit before Tax 4642.40 4523.46

Particulars March 31, March 31,

2015 2014

Expenses Tax Expenses

- Current Tax 1887.00 1886.50

- Prior year- expenses/

(reversal of provision) (0.07) (44.22)

Minimum alternate tax credit entitlement written off - -

- Deferred Tax (3.30) (2.87)

- Wealth Tax - -

Profit after Tax and before minority interest and share in profit/ (loses of associate companies) 2758.77 2684.05

Less: Share of minority interest for the year (38.37) (138.37)

Add: Share in current year

profit/ (loss) of associate 12.89 43.33

Profit for the year 2810.03 2865.75

BUSINESS PERFORMANCE

Consolidated

During the financial year 2014-15, the Company achieved a Profit before Tax of Rs. 4642.40 lacs. The Profit after Tax was Rs. 2810.03 lacs as compared to Rs. 2865.75 lacs in the previous year.

Standalone

During the financial year 2014-15, the Company achieved a Profit before Tax of Rs. 4775.16 lacs. The Profit after Tax was Rs. 2912.82 lacs as compared to Rs. 3239.53 lacs in the previous year. An amount of Rs. 582.56 lacs was transferred to Statutory Reserve Fund pursuant to Section 45(I) C of the Reserve Bank of India Act, 1934. The Company's Net Worth as on March 31, 2015 stood at Rs. 168755.78 lacs as against Rs. 165866.38 lacs last year.

MANAGEMENT DISSCUSSION AND ANALYSIS REPORT

a. Global Economy and Industry Overview

Economic growth has been gradually picking up since the beginning of FY 2014-15. The Indian economy has shown signs of recovery, having recorded more than 7% growth in FY 2014-15. GDP growth has increased to 7.3% from 6.9% in the previous year. Consumer inflation dropped to 6% from 9.5%. The fiscal deficit target too, has been reduced to 3.9% of the GDP for fiscal year 2016, from 4.1% in fiscal year 2015. The overall positive sentiment was also reflected in the improved performance of the equity market that witnessed one of the highest returns in the recent past, as also in most other segments of the financial services industry.

b. Outlook

Going forward, the economy is expected to record even higher growth rates of 7.8% and 8.1% in FY 2015- 16 and FY 2016-17 respectively, as per forecasts by Fitch (Source: Fitch Ratings Global Economic Outlook, July 2015). Even the OECD is of the view that the Indian economy remains strong and stable and will record more than 7% growth in FY 2015-16 (Source: OECD Global Economic Outlook, June 2015.) The growth rate may edge over to 8% if structural reforms such as land acquisition and greater flexibility in labour laws are approved and implemented.

As per IMF's update on the World Economic Outlook, forecasts for the world economy are for 3.3 percent this year, marginally lower than in 2014, and 3.8 percent next year. As for other developments, the WEO Update says that oil prices rebounded during the second quarter of 2015, the risk of deflation decreased, and financial conditions for corporate and household borrowers in most advanced economies remained broadly favorable and the increase in global growth in 2015 will be driven by stronger growth in advanced economies. Growth in these economies is forecast to increase from 1.8 percent in 2014 to 2.1 percent in 2015 (falling about 0.3 percentage points short of the forecast in April), and 2.4 percent in 2016.

The financial services industry is highly correlated to overall economic growth, and as seen from the sectoral split of India's GDP growth, it has in fact been a large driver of this growth. The improving GDP growth trajectory is therefore expected to further propel the financial services industry.

c. Risks And Concerns

The key sources of income of Company is interest from inter-corporate loans provided to group companies. The Company is dependent upon the interest income. The Company is subject generally to changes in Indian law, as well as to changes in government regulations, changes made in the regulations by applicable regulators in India and policies and accounting principles. Any changes in the regulatory framework affecting non-banking financial companies, could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

d. Internal Financial Control Systems and their adequacy

The Company has proper and adequate internal financial control systems commensurate with its size and nature of its operations. These have been designed to ensure that the financial and other records are reliable for preparing financial and other statements, maintain accountability of assets, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

e. Financial Overview of the Company

The total revenue of the Company on standalone basis for the Financial Year 2014-15 was Rs. 11217.57 Lacs as against Rs. 11308.58 Lacs in Financial Year 2013-14. The Profit after Tax was Rs. 2912.82 lacs as compared to Rs. 3239.53 lacs in the previous year.

f. Human Resources - Contribution to Business Success

HR policies and processes were strengthened with focus on building a culture where high performance is suitably rewarded. Adherence to various HR policies, alignment to organizational culture and values and efficacy of organisation structure are monitored and supported by the group HR leadership for superior business performance and higher employee engagement and satisfaction levels. Our continuous attempt has been to provide employees with challenging roles, opportunities for learning and growth, an enabling work environment, relevant training and performance support through various existing and new HR initiatives.

DIVIDEND

To conserve the resources of the Company for future investments your Directors have deemed it prudent not to recommend any Dividend for the financial year ended March 31, 2015.

SHARE CAPITAL

During the period under review, there has been no change in the Share Capital of the Company.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in Form No. MGT 9 is presented in a separate section and is annexed herewith as Annexure - A to this Report.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2015, your Company has one subsidiary; Shimal Research Laboratories Limited and one step-down subsidiary; Fortis Clinical Research Limited. The Company has one Associate Company; RHC Finance Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). During the Financial year under review, there has been no material change in the nature of business of the subsidiaries.

A report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statement is provided, in accordance with the provisions of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as a separate statement in Form AOC- 1, annexed to the Consolidated Financial Statements of the Company, containing the salient features of the financial statement of Company's subsidiaries and hence is not repeated here for sake of brevity.

During the year under review, the Board of Directors has formulated a Policy on Subsidiaries which has also been uploaded on the Company's website and can be accessed through the link http://oscarinvestments.org/pdf/Policy-on-Subsidiaries.pdf

Pursuant to the provisions of Section 136 of the Act, the Financial Statements including Consolidated Financial Statements of the Company along with other documents required to be attached thereto and separate audited accounts in respect of each of its subsidiaries are available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement and Section 129 of the Companies Act, 2013, Consolidated Financial Statements of your Company and all its subsidiaries, duly audited by the Statutory Auditors of the Company, is published in this Annual Report. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard AS 21 and AS 23 issued by The Institute of Chartered Accountants of India.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company being an NBFC, is exempted from the provisions of Section 186 [except sub-section (1)] of the Act. Accordingly, details of particulars of loans, guarantees or investments as required to be provided as per Section 134(3)(g) of the Act are not provided.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were in ordinary course of business and on arm's length basis. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transaction Policy of the Company as approved by the Board. The policy has also been uploaded on the Company's website and can be accessed through the link http://www.oscarinvestments.org/pdf/Oscar-RPT- Policy.pdf

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Act are provided in Form AOC- 2 which is annexed herewith as Annexure- B and forms part of this report.

RISK MANAGEMENT

As an NBFC, the Company is exposed to credit risk, liquidity risk and interest rate risk. The Company has a Risk Management Policy, which is being monitored by the Risk Management Committee.

Company's Asset-Liability committee (ALCO) set up in line with the guidelines issued by the RBI, monitors asset- liability mismatches, and ensures that there are no material imbalances or excessive concentration on either side of the balance sheet. The company manages the risk by maintaining a conservative financial profile and by following prudent business and risk management practices.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Anuj Chowdhry, Non-Executive Independent Director has resigned from the Board of Directors of the Company with effect from May 11, 2015. The Board of Directors placed on records its deep appreciation for the valuable services and guidance provided by him during the tenure as Director of the Company.

Mr. Ravi Sikka (in capacity of Non-executive Independent Director) was appointed as Additional Director of the Company by the Board of Directors on May 29, 2015 pursuant to the provisions of Section 161 of the Act and Articles of Association of the Company.

In terms of Section 161 of the Act, Mr. Ravi Sikka will hold office upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notice in writing from a Member along with the deposit of requisite amount proposing Mr. Ravi Sikka for appointment as Director of the Company.

Pursuant to Section 149(10) of the Act, the Board of Directors recommends, the appointment of Mr. Ravi Sikka for a term of 3 (three) consecutive years, at the ensuing Annual General of the Company.

The Company has received declarations from Mr. Ravi Sikka confirming that he meets the criteria of independence as provided in Section 149(6) of the Act and Clause 49 of the Listing Agreement.

In terms of the provisions of Section 152 of the Act and Article of Association of the Company, Mr. Shivinder Mohan Singh, Non -Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors recommend his re-appointment.

The brief resume of the Directors proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships, memberships/chairmanships of board committees and shareholding (both own or held by/ for other persons on a beneficial basis) in the Company, as stipulated under Clause 49(VIII)(C) of the Listing Agreement, are provided in the Notice convening the Annual General Meeting of the Company.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The Company has received declarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act that they meet with the criteria of independence as provided in Section 149(6) of the Act.

Ms. Indu Kardam, Company Secretary and Compliance Officer resigned from her office with effect from September 23, 2014. Consequently Mr. Pankaj Singh was appointed as the Company Secretary and Compliance Officer by the Board of Directors with effect from September 23, 2014.

Mr. Pankaj Singh, Company Secretary and Compliance Officer of the Company resigned from the post with effect from October 31, 2014 and Mr. Hariom Rastogi was appointed in his place by the Board of Directors with effect from November 1, 2014.

Mr. Hariom Rastogi, Company Secretary and Compliance Officer of the Company resigned from the post with effect from March 31, 2015 and Ms. Karishma Jain was appointed in his place by the Board of Directors with effect from April 1, 2015.

BOARD MEETINGS

The Board of Directors of the Company met eight times during the financial year 2014-15. The details of various Board Meetings are provided in the Report on Corporate Governance, which forms part of this report. The intervening gap between two meetings of the Board was within the period as prescribed under the Companies Act, 2013 and Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors.

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, constructive contribution to discussion and strategy etc.

The Board and the Nomination & Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, constructive contribution to discussion and strategy, etc.

The summary of the evaluation reports were presented to the respective committees and Board for their consideration. The Board of Directors expressed their satisfaction with the Annual Performance Evaluation process and evaluation results.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was also evaluated.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The detailed policy is available on the website of the Company can be accessed through the link http://oscarinvestments.org/pdf/DIRECTORS-APPOINTMENT-&-REMUNERATION -POLICY.pdf

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has laid down a policy on training for Independent Directors. The Directors are updated on the regulatory changes, Business strategy and operations by the senior leadership of the Company periodically. Apart from this, during the year under review one familiarization program was conducted by respective functional heads of the Company to familiarize the Directors with the business model of Research& Information Services.

Details of Familiarization Program conducted are uploaded on the website of the Company and can be accessed through the link http://oscarinvestments.org/pdf/Familiarisation-programme -for-Independent-Directors.pdf

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year, all the recommendations of the Audit Committee are included in the Report on Corporate Governance, which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, based on the representation as provided to the Board by the management, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b. The Directors had selected such accounting policies and applied them consistently and made judgements 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, 2015;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended March 31, 2015 on a 'going concern' basis;

e. The Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes, it is in responding to the needs of the people, benefitting communities and protecting the environment that will ultimately determine the sustainability of continued progress.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established a Corporate Social Responsibility (CSR) Committee during the financial year 2014-2015.

The CSR Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board.

The Company is in the process of identifying appropriate NGO partners for execution of identified projects. Hence, the Company did not spend any money on CSR in FY 2014-15, but it shall do so in FY 2015-16.

Annual Report on CSR in format prescribed in companies (Corporate Social Responsibility Policy) Rules, 2014 in attached as Annexure C.

CORPORATE GOVERNANCE

Your Company continues to be committed to uphold the standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the BSE Limited.

A separate Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed as a part of this Report along with the Auditors' Certificate thereon.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("Act") read with Companies (Audit and Auditor) Rules, 2014, M/s S. R. Bagai & Co., (Firm Registration No. 002388N ), Chartered Accountants were appointed as Statutory Auditors of the Company, from the conclusion of the 36th Annual General Meeting (AGM) of the Company held on September 30, 2014 till the conclusion of 38th AGM to be held in the year 2016, subject to ratification of their appointment at every AGM.

The Company has received a written confirmation from them to the effect that their ratification, if made, would be within the limits specified under the Act and that they are not disqualified from being re-appointment as Auditors of the Company.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors recommends the ratification of appointment of M/s S. R. Bagai & Co. as Statutory Auditors of the Company from the conclusion of the forth coming AGM till the conclusion of the next AGM.

AUDITORS REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark. Further the observations of the Auditors in their report read together with the Notes to Financial Statement are self-explanatory and therefore, in the opinion of the Board of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, the Board of Directors of the Company had appointed M/s Abhishek Mittal & Associates, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report of the Company for the financial year ended March 31, 2015, is annexed herewith as Annexure D to this Report. The Comments of Auditors' in the Secretarial Audit Report and the reply to the same is as follows:

-The appointment of Auditor was done in Annual General Meeting (AGM) held on 30.09.2014 for 2 years subject to ratification by the members at the next AGM. The attachments of Form GNL-2 filed with Registrar of Companies, reflects the period of appointment for 1 year only as the appointment was subject to ratification by the members at the next AGM.

Reply: Since the appointment of Auditors was done at the AGM held on 30.09.2014 ,subject to ratification by the members at the next AGM, the Form GNL-2 was filed showing period of appointment as 1 year (2014-15) only .The Company is also filing ADT-1 for 2015-16 in the current year with respect to appointment of Auditors for the financial year 2015-16.

-The Company does not have Chief Financial Officer (CFO) as whole time key managerial personnel.

Reply: The Company is looking for a suitable candidate for the position of Chief Financial Officer (CFO) and the appointment shall be made immediately upon selection of a suitable candidate as CFO.

-The Board Resolution regarding the fact that the Company has not accepted public deposit & will not accept public deposit during the financial year was passed in the meeting held on 30.05.2015.

Reply: The Company's first Board Meeting for the financial year 2014-15 was held on 30th May, 2015 and accordingly the resolution that the Company has not accepted public deposit & will not accept public deposit during the financial year was passed in that meeting.

-Few of the returns of the RBI have been filed after the due date.

Reply: The Returns to RBI are generally filed on time. There was a delay in filing of few returns with RBI, however the Company will make all the filings on time.

-The Company has obtained membership of Credit Information Companies (CIC) from only one CIC namely Credit Information Bureau (India) Limited on 27th May, 2015.

Reply: The Company, being an NBFC, is in the process of applying for membership of other CIC Companies also.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from the public within the meaning of the Section 2(31) of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the period under review.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company continue to be listed on BSE Limited ("BSE"). The Annual Listing Fee for the financial year 2015-16 has been paid to the BSE.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and the Listing Agreement.

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

In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable to the Company.

There were no Foreign Exchange Earnings and Outgo during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required pursuant to 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 herewith as Annexure E and forms part of this report.

Further, there is no employee of the Company, who was employed throughout the financial year and in receipt of remuneration of Rs.60 lakhs or more, or employed for the part of the financial year and in receipt of Rs.5 lakhs or more a month. Accordingly, details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

The details of remuneration paid to the Directors including Executive Directors of the Company are given in Form No. MGT-9 forming part of this Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy for Directors and employees of the Company to report their genuine concerns and to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any that can lead to financial loss or reputation risk to the organization.

The policy has also been uploaded on the website of the Company and can be accessed through the link http:/ /oscarinvestments.org/pdf/Whistle-Blower-Policy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No case has been reported during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed above or elsewhere in this Annual Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year under review and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also gratefully acknowledge and appreciate the commitment displayed by all executives, officers and staff towards the success of the Company. We look forward for your continued support in the future.

On behalf of the Board of Directors

Sd/- Sd/-

(Japna Malvinder Singh) (Shivinder Mohan Singh)

Managing Director Director

DIN : 00238896 DIN : 00042910 Place: New Delhi

Date : August 03, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 36th Annual Report along with Audited Accounts for the year ended March 31, 2014.

Financial Highlights

Standalone Financial Result

Rs in Lacs Particulars March 31, March 31 2014 2013

Income

Revenue from operations(Net) 5672.27 6975.33

Other Income 2.50 7.22

Total Revenue 5674.77 6982.55

Expenditure

Employee benefit expenses 21.56 29.48

Finance Cost 1.49 101.75

Depreciation and

amortization expenses 48.58 20.32

Other expenses 377.23 796.02

Provisions and loan losses 158.93 98.62

Total Expenses 607.79 1046.19

Profit before Tax 5066.98 5936.36

Tax Expenses

- Current Tax 1875.00 1380.00

- Prior year - expenses/ (44.22) 7.89 (reversal of provision)

Deferred Tax (3.33) 2.85

Wealth Tax

Profit for the year 3239.53 4545.62

Consolidated Financial Statements

Rs in Lacs Particulars March 31, March 31 2014 2013

Income

Revenue from operations 6409.72 7,600.75

Change in inventories (13.39) 26.41

Other Income 64.47 196.59

Total Revenue 6461.00 7,823.75

Expenditure

Cost of Material consumed 125.11 183.86

Employee benefit expense 527.64 478.07

Finance Cost 11.59 102.65

Depreciation and

amortization expenses 125.35 111.29

Other Expenses 988.92 1380.46

Provisions and loan loses 158.93 98.62

Total Expenses 1937.54 2354.95

Profit Before Tax 4523.46 5468.80

Tax Expenses

- Current Tax 1886.50 1407.75

- Prior year -expenses/ (44.22) 8.23 (reversal of provision)

Minimum alternate tax

credit entitlement written off - -

- Deferred Tax (287) 0.24

- Wealth Tax - -

Profit after tax and before

minority interest and share

in profits/(loses of associates

companies 2684.05 4052.58

Less : Share of minority

interest for the year (138.37 (122.82)

Add : Reversal of earlier year

profit/(loss) of associates - 56.00

Add : Share in current year

profit/(loss) of associate 48.33 -

Profit for the year 2865.75 4231.40

OPERATIONAL REVIEW

During the year under review, the Company achieved a Profit before Tax of Rs. 5066.98 Lacs. The Profit after Tax was Rs. 3239.53 Lacs as compared to Rs. 4545.62 lacs in the previous year. An amount of Rs. 647.91 lacs was transferred to Statutory Reserve Fund pursuant to Section 45 (I) C of the Reserve Bank of India Act, 1934. The Company''s Net Worth as on March 31, 2014 stood at Rs. 165876.45 Lakhs as against 162636.92 Lacs last year.

DIVIDEND

To conserve the resources of the Company for future investments your Directors have deemed it prudent not to recommend any Dividend for the financial year ended March 31, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMY AND INDUSTRY OVERVIEW

After achieving unprecedented growth of over 9 per cent for three successive years between 2005-06 and 2007-08 and recovering swiftly from the global financial crisis of 2008-09, the Indian economy has been going through challenging times that culminated in lower than 5 per cent growth of GDP at factor cost at constant prices for two consecutive years, i.e. 2012- 13 and 2013-14.

In seven of the last eight quarters, India''s GDP has grown at less than 5% - hit by a toxic mix of high inflation, costly loan rates and poor services and industrial sector growth.

A good monsoon pushed agriculture growth to 4.7% during the year while total foodgrain production rose nearly 3%.

Persistent uncertainty in the global outlook, caused by the crisis in the Euro area and general slowdown in the global economy, compounded by domestic structural constraints and inflationary pressures, resulted in a protracted slowdown. The slowdown is broadly in sync with trends in other emerging economies, but relatively deeper. India''s growth declined from an average of 8.3 per cent per annum during 2004-05 to 2011-12 to an average of 4.6 per cent in 2012-13 and 2013-14. Average growth in the emerging markets and developing economies including China declined from 6.8 per cent to 4.9 per cent in this period (calendar-year basis). What is particularly worrisome is the slowdown in manufacturing growth that averaged 0.2 per cent per annum in 2012-13 and 2013-14.

In FY14, advanced economies showed some signs of growth, but these markets must continue financial sector repair, pursue fiscal consolidation, and spur job growth. Emerging economies continue to account for the magnitude of the global market growth, although face the challenges of tighter global financial conditions.

The conception to global growth came primarily from the United States following sharp fiscal tightening earlier in the year, accompained by the recovering real estate sector, higher household wealth, accessible bank lending conditions and more borrowing. The U.S. economy grew 3.2% at the end of 2013. The most promising sign in the final months of 2013 was a surge in consumer spending, which is the source of more than two-thirds of the nation''s economic growth.

BUSINESS OUTLOOK

The descent into the present phase of sub-5 per cent growth has been rather sharp. The interplay of structural constraints alongside delays in project implementation, subdued domestic sentiments, and an uncertain global milieu led to general growth slowdown while rendering macroeconomic stabilization particularly challenging. Inflation also remained at elevated levels. These factors triggered

risk-aversion and injected considerable uncertainty in investment activity

Global economic activity is expected to strengthen in 2014-15 on the back of some recovery in advanced economies. The Euro area is also expected to register a growth rate of above 1 per cent as against contraction witnessed in 2012 and 2013 (IMF, WEO, April 2014).

The European Central Bank''s monetary policy measures,most significantly introduction of the negative deposit facility interest rate are expected to boost economic activity in Europe. In addition, the performance of the real sector in the US (that is likely affect the pace of taper) is a major factor that would impact the global economic situation in 2014-15.

The Indian economy can recover only gradually with the GDP at factor cost at constant prices expected to grow in the range of 5.4 - 5.9 per cent in 2014- 15. This assumes the revival of growth in the industrial sector witnessed in April 2014 to continue for the rest of the year, the generally benign outlook on oil prices (notwithstanding the uncertainty on account of recent developments in the Middle East), and the absence of pronounced destabilizing shocks (including below-normal monsoons). Growth in the above range implies a pick-up, aided by an improved external economic situation characterized by a stable current account and steady capital inflows, improved fiscal situation and, on the supply side, robust electricity generation and some recovery in manufacturing and non-government services.Growth in 2014-15 is expected to remain more on the lowerside of the range given above, for the following reasons: (i) stepsundertaken to restart the investment cycle (including project clearances and incentives given to industry) are perceived to be playing out only gradually; (ii) the benign growth outlook in some Asian economies, particularly China; (iii) still elevated levels of inflation that limit the scope of the RBI to reduce policy rates; and (iv) expectation of below- normal monsoons. Downside risk also emerges from prolonging of the geo-political tensions. On the upside, such factors as institutional reform to quicken implementation of large projects and a stronger-than- expected recovery in major advanced economies would help the Indian economy clock a higher rate of growth14.

RISK MANAGEMENT

As an NBFC, the Company is exposed to credit risk, liquidity risk and interest rate risk. Company''s Asset- Liability committee (ALCO) set up in line with the guidelines issued by the RBI, monitors asset-liability mismatches, and ensures that there are no material imbalances or excessive concentration on either side of the balance sheet. The company manages the risk by maintaining a conservative financial profile and by following prudent business and risk management practices.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of Internal Control commensurate with its size and business. The Company ensures adherence to Internal Control Policies and Procedures as well as all regulatory compliances. The Company has an Audit Committee of the Board of Directors which meets regularly to review, inter-alia, adequacy of Internal Controls and Audit Findings on various aspects of the business.

FULFILMENT OF THE RBI''S NORMS AND STANDARDS.

The Company is a Non-Deposit Accepting Non- Banking Financial Company and is granted Certificate of Registration No. B-14.01958 dated September 7, 2000 by Reserve Bank of India. The Board of Directors of the Company has decided to convert the Status of the Company as a "Core Investment Company" with Reserve Bank of India.

The Company continues to fulfill the norms and standards laid down by the Reserve Bank of India to NBFC Companies relating to the recognition of Income, provision of non- performing assets except Net Owned Fund (NOF), Credit Risk Assets Ratio (CRAR) and credit/investment concentration norms.

CAUTIONARY STATEMENT

Statement in this "Management Discussion and Analysis" describing the Company''s objectives, expectations or predications may be within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied in such forward-looking statement. The Company undertakes no obligation to publicly update or revise any forward looking statements whether as a result of new information, future events or otherwise.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Aditi Shivinder Singh, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible,has offer herself for re-appointment. The requisite disclosure regarding the above Director has been made in the Report on Corporate Governance which forms part of this Report.

As per Section 149(4) read with Section 152 of the Act,which came into force with effect from April 01,2014,every listed public company is required to have at least one third of the total number of directors as Independent Directors who shall not be eligible to

retire by rotation.Further,Section 149(10) of the Act provides that an Independent Director shall hold office for a term upto 5 (five)consecutive years on the Board of a Company.Accordingly,in compliance with the provisions of Section 150(2) read with Section 149(10) of the Act,the Board of Directors recommends ,the appointment of Mr. Anuj Chowdhry and Dr. Preetinder Singh Joshi as Independent Directors of the Company for a term of 5(five) consecutive years,at the ensuing Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Act.

SUBSIDIARIES

The members are aware that most of the provisions of Companies Act,2013 have been applicable with effect from April 01,2014.However,the Ministry of Corporate Affairs ("MCA") vide General Circular No. 8/2014 dated April 04,2014 has issued a clarification that financial statements including documents required to be attached thereto, Auditors'' Report and Board''s Report in respect of financial years that commenced earlier than 01st April,2014 shall be governed by the relevant provisions/Schedules/rules of the Companies Act,1956

We have one subsidiary; Shimal Research Laboratories Limited and one step-down subsidiary; Fortis Clinical Research Limited.

As per section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of subsidiaries to the Annual Report of the Company. The Ministry of Corporate Affairs, Government of India vide its Circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report and also comply with other conditions stated in the circular. Accordingly, the Annual Report 2013-14 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during the business hours at our Registered Office in Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the listing Agreements with the Stock Exchanges, Audited consolidated Financial statements form part of the Annual Report.

LISTING

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The Company has paid the requisite Annual Listing Fee to BSE and DSE for the financial year 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm as under:

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

(ii) that the Directors had selected appropriate 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 2013- 2014 and of the profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed as a part of this Report along with the Auditors'' Certificate thereon.

AUDITORS AND AUDITORS'' REPORT

M/s S. R. Bagai & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act,2013("Act") read with Companies (Audit and Auditor) Rules,2014 , M/s S. R. Bagai & Co.,are eligible for appointment as Statutory Auditors

Your Company has received a written confirmation from them to the effect that their re-appointment ,if made,would satisfy the criteria provided in Sections 139 and 141 of the Act and they are not disqualified for re-appointment.

The Board recommends the appointment of M/s S. R. Bagai & Co. as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General

Meeting of the Company to be held in the year 2016, subject to reatification of their appointment by members at every Annual General Meeting.

Auditors'' Observations as disclosed in the Auditors'' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

DISCLOSURES UNDER SECTION 217 (1) & (2) OF THE COMPANIES ACT, 1956

Material Changes/Commitments

Except as disclosed above or elsewhere in this Annual Report, there have been no material changes and commitments, between the end of financial year and the date of this Report, which can affect the financial position of the Company.

Except as disclosed above or elsewhere in this Annual Report, during the financial year under review, no material changes have occurred in the nature of the Company''s business or that of its subsidiaries and generally in the classes of business in which the Company has an interest.

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

In view of the nature of activities which are being carried on by your Company,the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable to the Company.

There were no Foreign Exchange Earnings and Outgo during the year.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the continued assistance, support and co-operation extended to the Company by the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

On behalf of the Board of Directors

Sd/- Sd/- (Japna Malvinder Singh) (Anuj Chowdhry) Managing Director Director

Place: New Delhi Date : August 25, 2014


Mar 31, 2013

The Directors are pleased to present the 35th Annual Report along with Audited Accounts for the year ended March 31, 2013.

Financial Highlights

Standalone Financial Result

Rs. In Lacs

Particulars March 31, March 31, 2013 2012

Income

Revenue from operations 6975.33 27993.67

Other Income 7.22 0.23

Total Revenue 6982.55 27993.90

Expenditure

Employee benefit expenses 29.48 26.57

Finance Cost 101.75 223.10

Depreciation and amortization expenses 20.32 18.47

Other expenses 795.50 1046.15

Provisions and loan losses 98.62 73.33

Total Expenses 1045.67 1387.62

Profit before Tax 5936.88 26606.28

Tax Expenses

- Current Tax 1380.00 7214.00

- Prior year - expenses/

(reversal of provision) 8.13 25.05

Deferred Tax 2.85 (1.10)

Wealth Tax 0.28 0.38

Profit for the year 4545.62 19367.95

Consolidated Financial Result

Rs.in Lacs

Particulars March 31 March 31, 2013 2012

Income

Revenue from operations 7,600.75 28,407.89

Change in inventories 26.41 (1-29)

Other Income 196.59 901.15

Total Revenue 7,823.75 29,307.75

Expenditure

Cost of Material consumed 183.86 91.95

Employee benefit expense 478.07 404.90

Finance Cost 102.65 223.87

Depreciation and amortization expenses 111.29 126.51

Other Expenses 1380.18 1527.31

Provisions and loan loses 98.62 73.33

Total Expenses 2354.67 2447.87

Profit Before Tax 5469.08 26859.88

Tax Expenses

- Current Tax 1407.75 7465.00

- Prior year -expenses/

(reversal of provision) 8.23 (18.52)

Minimum alternate tax credit entitlement written off 30.40

- Deferred Tax 0.24 3.53

- Wealth Tax 0.28 0.38

Profit after tax and before minority interest and share in profits/floses of associates companies 4052.58 19379.09

Less : Share of minority interest for the year (122.82) 2.95

Add : Reversal of earlier

year profit/(loss) of associates 56.00 327.57

Add : Share in current year profit/(loss) of associate (56.00)

Profit for the year 4231.40 19647.71

Operational review

During the year under review, the Company achieved a Profit before Tax of Rs. 5936.88 Lacs. The Profit after Tax was Rs. 4545.62 Lacs as compared to Rs. 19367.95 lacs in the previous year. An amount of Rs. 909.13 lacs was transferred to Statutory Reserve Fund pursuant to Section 45 (I) C of the Reserve Bank of India Act, 1934. The Company''s Net Worth as on March 31, 2013 stood at Rs. 162,636.92 Lakhs as against 158,091.29 Lacs last year.

Dividend

To conserve the resources of the Company for future investments your Directors have deemed it prudent not to recommend any Dividend for the financial year ended March 31, 2013.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

In terms of Article 100 of the Articles of Association of the Company, Mr. Malvinder Mohan Singh and Mr. Anuj Chowdhry Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The requisite disclosure regarding the above Directors has been made in the Report on Corporate Governance which forms part of this Report.

SUBSIDIARIES

We have one subsidiary; Shimal Research Laboratories Limited and one step-down subsidiary; Fortis Clinical Research Limited. As per section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of our subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during the business hours at our Registered Office in Delhi.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the listing Agreements with the Stock Exchanges, Audited consolidated Financial statements form part of the Annual Report.

LISTING

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The Company has paid the requisite Annual Listing Fee to BSE and DSE for the financial year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm as under:

(i) that in the preparation of the annual accounts for the year ended on March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected appropriate 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 2012-2013 and of the profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts of the Company on a going concern basis.

PARTICULARS OF EMPLOYEES

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 and rules made thereunder.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed as a part of this Report along with the Auditors'' Certificate thereon.

AUDITORS AND AUDITORS'' REPORT

M/s S. R. Bagai & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors'' Observations as disclosed in the Auditors'' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

DISCLOSURES UNDER SECTION 217 (1) & (2) OF THE COMPANIES ACT. 1956

Material Changes/Commitments

Except as disclosed above or elsewhere in this Annual Report, there have been no material changes and commitments, between the end of financial year and the date of this Report, which can affect the financial position of the Company.

Except as disclosed above or elsewhere in this Annual Report, during the financial year under review, no material changes have occurred in the nature of the Company''s business or that of its subsidiaries and generally in the classes of business in which the Company has an interest.

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

As the Company''s operations do not involve any manufacturing or processing activities,the particulars as required under Section 217(1 )(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.

There were no Foreign Exchange Earnings and Outgo during the year.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the continued assistance, support and co-operation extended to the Company by the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

On behalf of the Board of Directors

(Japna Malvinder Singh) (Anuj Chowdhry)

Managing Director Director

Place: New Delhi

Date : July 30, 2013


Mar 31, 2010

The Directors are pleased to present the Thirty Second Annual Report along with audited accounts for the year ended March 31, 2010.

Financial Highlights

Rs. In Lacs

Particulars March 31, March 31, 2010 2009

Gross Income 6868.30 109751.46 Expenditure 248.24 2970.43 Profit Before Tax (PBT) 6620.06 106781.04 Provision for Tax -Current 1541.52 11511.50 -Deferred (0.91) 1.59 Profit After Tax (PAT) 5079.45 95287.95 Profit Brought Forward from last year 100107.56 23893.15 Excess Provision for Tax Written Back 0.70 0.05 Taxes for Earlier Year (0.69) 0.00 Available for appropriation 105187.03 119161.16 Appropriations Statutory Reserver Fund 1015.90 19053.60 Balance Carried to Balance Sheet 104171.13 100107.56

Dividend

To conserver the resources fo the Company for future investments your Directors have deemed it prudent not to recommend any Dividend for the financial year ended March 31, 2010.

Operational review

During the year under review, the company achieved a Profit before Tax of Rs. 6620.06 Lacs. The Profit after Tax was Rs. 5079.45 Lacs as compared to Rs. 95267.95 Lacs (which included the gain from sale of Investments in Ranbaxy Laboratories Ltd of Rs. 102,000 Lacs) in the previous year. An amount of Rs. 1015.90 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45 (1) C of the Reserve Bank of India Act, 1934. The Companys Net Worth as on March 31, 2010 stood at Rs. 134303.77 Lacs as against Rs. 129224.30 Lacs last year.

Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

Directors

In terms of Article 100 of the Articles of Association of the Company, Mr. Shivinder Mohan Singh, Mr. Anuj Chowdhry Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The requisite disclosure regarding the above Directors has been made in the Report on Corporate Governance which forms part of this Report.

Dr. Preetinder Singh Joshi was appointed as additional director of the company effective from October 5, 2010. In accordance with the provisions of the Companies Act, 1956, the Additional Director appointed as above hold office upto the ensuing Annual General Meeting. The Company is in receipt of Notice under Section 257 of the Companies Act, 1956 from the members proposing their candidature as Director of the Company, liable to retire by rotation.

Mr. V. M. Bhutan), Director of the Company, resigned during the year. The Board places on record its appreciation for the valuable contribution rendered by Mr. Bhutan! during his tenure as a Director of the Company.

Subsidiary Companies

The audited statement of accounts of Shimal Research Laboratories Limited, (SRLL) a wholly owned subsidiary of the Company and Fortis Clinical Research Limited, the subsidiary of SRLL together with the Reports of Directors and Auditors for the year ended March 31, 2010 as required under Section 212 of the Companies Act are annexed.

Consolidated Financial Statements

As required under Clause 32 of the listing Agreements with the Stock Exchanges, Audited consolidated Financial statements form part of the Annual Report.

Listing

The Equity Shares of the Company continue to remain listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange (DSE). The Company has paid the requisite Annual Listing Fee to BSE and DSE for the financial year 2010-11.

Directors Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act1956, the Directors hereby state and confirm as under.

(i) that in the preparation of the annual accounts for the year ended on March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied .them consistently and made Judgments and it 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 2009-2010 and of the profit of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts of the Company on a going concern basis.

Particulars of Employees

None of the employees is in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act. 1956 and rules made thereunder.

Corporate Governance

A separate Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed as a part of this Report along with the Auditors Certificate thereon.

Auditors and Auditors Report

M/s R.V. Shah & Co,, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is not engaged in manufacturing activities and, therefore, the particulars as required under Section 217(1){e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1968 regarding Conservation of Energy, Research and Development and Technology Absorption are not applicable.

There were no Foreign Exchange Earnings and Outgo during the year.

Acknowledgement

The Board wishes to place on record its sincere appreciation for the continued assistance, support and co-operation extended to the Company by the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the staff of the Company.

On behalf of the Board of Directors

(Japna Malvinder Singh) (Anuj Chowdhry) Managing Director Director

Place: New Delhi

Date : August 25, 2010


Mar 31, 2002

The Directors have pleasure in presenting their 24th Report of your Company with Audited Accounts for the year ended 31st March, 2002.

FINANCIAL RESULTS

The summarised financial results are as under:

Particulars Year ended Year ended 31.03.2002 31.03.2001

Income 103,807,498 181,983,855

Expenditure 59,539,728 136,241,837

Profit Before Tax 44,267,770 45,742,018

Provision for Tax 392,350 1,250,000

Profit after Tax 43,875,420 44,492,018

Profit bought forward- earlier years 73,772,081 27,754,801

Excess/(short) provision of Tax for earlier years (7,569) 1,525,262

Available for appropriation 117,639,932 73,772,081

APPROPRIATIONS

Balance carried to Balance Sheet 117,639,932 73,772,081

OPERATIONAL REVIEW

During the year under review, the Company achieved Profit Before Tax at Rs. 443 lacs and profit after Tax Rs. 439 lacs.

DIVIDEND

In order to conserve the resources for future investments, the Directors do not recommend any Dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) NBFC Sector

As a part of the economic reforms, the interest rate(s) have been lowered by the financial institutions which has helped bigger companies to reduce their financial costs. With falling interest rates and stiff competition from Banks,Financial Institutions and bigger corporates.NBFC sectors growth is adversely affected.

(ii) Companys Performance :

The Company has been able to raise funds from Banks/Institutions at competitive costs and the investments made by the company are giving good returns in terms of dividend as well as appreciation. With a view to diversify the investments your company has acquired 100 % stake in Shimal Research Laboratories Private

Limited which is expected to give good results in the near future.

Outlook for the Company

Looking to the overall economic scenario the Company is fully capable to raise resources and deploy the same with minimum risk. Your Directors forsee reasonable good potential for the growth of the business of the Company.

(iii) Risks & Concerns:

The Company has made investments in long term securities. The Company has proper and adequate system of internal control communserating with its size and business. The internal system of the Company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

FIXED DEPOSITS

The Company has not invited/received any fixed deposits from Public during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANY

The audited statement of accounts of M/s Shimal Research Laboratories Private Limited, a wholly owned subsidiary of the Company together with the Report of Directors and Auditors for the year ended March 31,2002 as required under Section 212 of the Companies Act are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets

of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. V.K. Kaul, Mr. V.M. Bhutani, Mrs. Aditi Shivinder Singh and Mrs. Nimmi Singh retire by rotation as directors at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Mrs. Aditi Shivinder Singh who was appointed as Managing Director of the Company 20th November, 1999 resigned from the post of Managing Director effective 2nd January, 2002 and she continue to be a Director of the Company.

Mrs. Japna Malvinder Singh, was appointed as Managing Director of the Company for a period of Five years effective 1st February, 2002 subject to approval of the Shareholders.

STOCK EXCHANGE LISTING

The Equity Shares of the company are listed on the Stock Exchange at Delhi and Mumbai. The Company confirms that it has paid annual listing fees due to the Stock Exchanges at Delhi and Mumbai for the year 2002- 2003.

AUDIT COMMITTEE

The Audit committee was constituted by the Board and comprises of Mr. Malvinder Mohan Singh, Mr. V. K. Kaul and Mr. V. M. Bhutani, Directors of the Company. Mr. V. M. Bhutani has been appointed as Chairman of the Audit Committee.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Companys Auditors regarding compliance of conditions of Corporate Governance is annexed to the said Report.

AUDITORS

M/s. R.V. Shah & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

PARTICULAR WITH RESPECT OF CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

There are no particular relevant to be furnished pertaining to conservation of energy/technology absorption. Foreign exchange earning and outgo was nil.

PARTICULARS OF EMPLOYEES

None of the employees is in respect of remuneration for the year, which in aggregate was more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and rules made thereunder.

On behalf of the Board of Directors

Japna Malvinder Singh V.M. Bhutani V.M. Bhutani Director

Place : New Delhi Date : 18th August, 2002

 
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