Directors Report of Pawansut Holdings Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors has the pleasure in presenting the Thirty First Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2015.

PERFORMANCE HIGHLIGHTS

The highlights of performance of the Company for the financial year 2014-15 were as under with comparative position of previous year's performance:-

Particulars 2014-15 2013-14

Operating Income 1,66,48,320 1,55,01,536

Other Income 3,12,729 -

Total Income 1,69,61,049 1,55,01,536

Less: Total Expenses 1,53,68,052 1,22,02,995

Profit/(loss) before 15,92,997 32,98,541 Depreciation & Taxes

Less: Depreciation 6,81,075 2,47,484

Less: Current tax 482429 9,26,673

Less: Deferred Tax (49915) (16,103)

Profit/(Loss) for the year 4,79,408 21,40,487

PERFORMANCE REVIEW

The year 2014-15 was a year with excellent financial results as far as your Company is concerned. The Gross Income for this period was Rs. 1,69,61,049 as against Rs. Rs. 15,501,536 in the year 2013-14. The Total Expenditure for the period was Rs. 1,60,49,127. The Company had posted a record profit after tax of Rs. 4,79,408/- during the year.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

RESERVES

The Company has transferred Rs. 20,92,262 reserves to the special reserve. CHANGES IN SHARE CAPITAL

During the year under review, your company has not made any material changes in the share capital of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2015, in the prescribed form MGT 9, forms part of this report and is annexed as "Annexure - A".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Eight (8) times in the year 2014 - 2015. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee met Seven (7) times in the year 2014 - 2015. The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

During the year Company has changed the name of the Committee as "Nomination and Remuneration Committee" from "Remuneration Committee" in the meeting of the board of Directors held on September 05, 2014.

The Nomination and Remuneration Committee met Five (5) times in the year 2014 - 2015. The details of the Nomination and Remuneration Committee and the attendance of its members are provided in the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15. EXPLANATION OF AUDITOR'S REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

MATERIAL CHANGES AND COMMITMENTS

No other material changes and commitments affecting the financial position of the Company have occurred between April 1, 2014 and the date on which this report has been signed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

SUBSIDIARIES

Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

www.pawansutholdings.com:

1. Code of Conduct

2. Vigil Mechanism Policy

3. Fair Practice Code as per RBI Norms.

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and Listing Agreement Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS

The current composition of the Board of Directors of your Company is as under:-

SI. Name of Director Designation Date of No. Appointment

1. Mr. Laxman Singh Satyapal Chairman & Managing Director 18/12/2000

2. Mr. Pradeep Kumar Jindal Executive 30/08/2006 Director

3. Mr. Uttam Kumar Srivastava Independent 20/03/2011 Director

4. Mr. Pawan Kumar Poddar Independent 20/03/2011 Director

5 Ms. Seema Khandelwal Independent 29/05/2014 Director

A) Key Managerial Personnel

The Board appointed the below mentioned persons as the key managerial personnel of the Company under section 203 of the Companies act, 2013 as on November 13, 2014.

Sr. No. Name of the Person Designation

1 Mr. Laxman Singh Satyapal Managing Director

2 Ms. Shweta Gupta Company Secretary

3 Mr. Vinit Kumar Sharma Chief Financial Officer

B) CESSATION

Ms. Renu Jindal, Director (DIN NO, 01843439) was not in a position to devote her time to the affairs of the Company due to some unavoidable reasons. Accordingly, She is submitting her resignation to the Company as on May 29, 2014.

The Board placed on record its appreciation for the valuable services rendered by her.

C) RETIREMENT BY ROTATION

In accordance with the provisions of section 152(6) of the Companies Act, 2013, Mr. Pradeep Kumar Jindal (DIN 00049715) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends their re-appointment.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are conducted by Ms. Veena, Internal Auditor. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in term of the provisions of section 73 of the Companies act, 2013 and to this effect an undertaking is given to the Reserve Bank of India.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Board of Directors declare that the Independent Directors Mr. Uttam Kumar Srivastava, Mr. Pawan Kumar Poddar and Mrs. Seema Khandelwal are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company

(ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, either himself nor any of his relatives -

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) who possesses such other qualification as may be prescribed.

AUDITORS

M/s. S. K. Singla & Associates, Chartered Accountants (Firm Registration No. 005903N), Statutory Auditors at the last Annual General Meeting held on 30.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Mr. Ankit Agarwal, Company Secretary in Practice (ACS 32360; C P No. 12118), Delhi, has been appointed to conduct a secretarial audit of the Company's Secretarial and related records for the year ended 31 March, 2015. The Practicing Company Secretary has submitted his Report on the secretarial audit conducted by him which is annexed to this Board's Report.

PERFORMANCE EVALUATION OF THE DIRECTORS ETC

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

A) Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

B) Participation of the Directors in the Board proceedings and his / her effectiveness; The evaluation was carried out by means of the replies given / observations made by all the Independent Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

VIGIL MECHANISM

The Company already has put in place a policy prohibit managerial personnel from taking adverse personnel action employees disclosing in good faith, alleged wrongful conduct on matters of public concern involving violation of any law, mismanagement, misappropriation of public funds, among others.

Employees aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee.

No personnel of the Company were denied access to the Audit Committee.

Your Company has maintained Vigil Mechanism and posted its Policy on website

www.pawansutholdings.com

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on March 31, 2015, your Company is fully compliant with the SEBI Guidelines on Corporate Governance.

CORPORATE GOVERNANCE CERTIFICATE

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

RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2015, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

RBI GUIDELINES

Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet. NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company.

EMPLOYEE REMUNERATION

(A) . The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - B" to this Report.

(B) . The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lacs or more, or employed for part of the year and in receipt of Rs. 5 lacs or more a month, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has only 5 women employees. . So, The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention, prohibition & Redressal) Act, 2013. No employees (permanent, contractual, temporary, trainees) are covered under this policy.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, annexed to this Directors' Report, provides a more detailed review of the operating performance.

BUSINESS RESPONSIBILITY STATEMENT

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Pursuant to the above, the Stock Exchanges included in the Listing Agreement a suggested framework of a BRR.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year and of the profit and loss account of the company for that period.

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.

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

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Your Directors thank Customers, and all the Stakeholders for their continued support to your Company's performance and growth. The Directors also wish to place on record their sincere appreciation of the commitment and enthusiasm of all employees for their significant role in the Company's growth till date.

For and on behalf of the Board of Directors For Pawansut Holdings Limited

Sd/- Sd/-

(Laxman Singh Satyapal) (Pradeep Kumar Jindal) Chairman & Managing Director Director Din No: 00007258 Din No: 00049715

Place: Delhi Date : 02.09.2015

---

Mar 31, 2014

Dear Members,

The Board of Directors has the pleasure in presenting the Thirtieth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2014.

PERFORMANCE HIGHLIGHTS

The highlights of performance of the Company for the financial year 2013-14 were as under with comparative position of previous year''s performance:-

PARTICULARS 2013-2014 2012-2013

Operating Income 1,55,01,536 1,54,19,710

Other Income - 766

Total Income 1,55,01,536 1,54,20,476

Less: Total Expenses 1,28,32,727 1,01,68,656

Profit/(loss) before Depreciation & Taxes 26,68,809 52,51,820

Less: Depreciation 247,484 2,85,141

Less: Current tax 947,320 16,14,472

Less: Deferred Tax (4,541) 72,723

Profit/(Loss) for the year 1,478,546 32,79,484

PERFORMANCE REVIEW

The year 2013-14 was a year with excellent financial results as far as your Company is concerned. The Gross Income for this period was Rs. 15,501,536 as against Rs. 15,420,476 in the year 2012-13. The Total Expenditure for the period was Rs. 13,080,211. The Company had posted a record profit after tax of Rs. 1,478,546/- as against Rs. 3,279,484 over the previous year.

DIVIDEND

Your directors do not declare any dividend for the year with a view to conserve the resource for future growth plans of the company.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in term of the provisions of section 73 of the Companies act, 2013 and to this effect an undertaking is given to the Reserve Bank of India.

RISK AND CONCERNS

The world today is more uncertain and volatile than anytime before. Although the prospects and future of many developing economies including India are brighter today, there are several challenges before the world that needs to be addressed. There is increased competition for natural resources and increasingly volatile and uncertain economic as well as a fragile socio-political environment. For India, there are domestic concerns which can challenge the high growth trajectory the country has seen in the recent years. To maintain a sustainable growth trajectory and push economy forward the country needs to push forward critical governance reforms which have been pending for long.

RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2014, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

CORPORATE SOCIAL RESPONSIBILITY

PHL understands the changing business scenario and the need to collaborate with its stakeholders to ensure long-term sustainable growth. The Company has identified issues material to the business, prioritized through effective stakeholder engagement and have taken effective steps to address it. We believe in the trusteeship concept. This entails enlarging business interests and grappling with the "quality of life" challenges that underserved communities face, and working towards making a meaningful difference to them Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

DIRECTORS

The current composition of the Board of Directors of your Company is as under:-

SI. Name of Director Designation Date of No. Appointment

1. Mr. Laxman Singh Satyapal Chairman & Managing Director 18/12/2000

2. Mr. Pradeep Kumar Jindal Executive Director 30/08/2006

3. Mr. Uttam Kumar Srivastava Independent Director 20/03/2011

4. Mr. Pawan Kumar Poddar Independent Director 20/03/2011

5. Ms. Seema Khandelwal Independent Director 29/05/2014

* The Following Change took place in the Board of Directors of your Company during the year:

The Regularisation of Ms. Seema Khandelwal would take place in the forthcoming Annual General meeting who has been appointed as an Additional Director as on Date May 29, 2 014.

DIRECTORS RETIRING BY ROTATION

As per Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Jindal, Executive Director of the Company retires by rotation and, being eligible, offers himself for re-appointment subject to retirement by rotation.

Mr. Pawan Kumar Poddar and Mr. Uttam Kumar Srivastava, Independent Directors, in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the company not liable to retire by rotation, to hold office for a term of 5 consecutive years up to 35th Annual General Meeting.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

RBI GUIDELINES

Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Director''s Report states that:-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 at the end of the financial year and of the profit and loss account of the company for that period.

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.

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

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY STATEMENT

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Pursuant to the above, the Stock Exchanges included in the Listing Agreement a suggested framework of a BRR. Accordingly, the BRR is attached which forms part of the Annual Report.

AUDITORS

M/s. S. K. Singla & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from the Auditor to the effect that the re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that the Auditors are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

EMPLOYEES

Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review. In line with its policy, your Company continues to place great emphasis on training programmes for all-round development of the staff at all levels.

Your Company has been actively concentrating on development of human resources, which is a prime asset for its substantial growth.

PARTICULARS OF EMPLOYEES

The company does not have any employees whose remuneration exceed the limits for which disclosure is required in accordance with section 134(3)(e) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

NON-BANKING FINANCIAL COMPANIES AUDITORS'' REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board of Directors

Sd/- (Laxman Singh Satyapal) Chairman & Managing Director Din No. : 00007258

Place : Delhi Dated : 05.09.2014

---

Mar 31, 2013

To The Shareholders,

The Board of Directors has the pleasure in presenting the Twenty Ninth Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2013.

PERFORMANCE HIGHLIGHTS

The highlights of performance of the Company for the financial year 2012-13 were as under with comparative position of previous year''s performance:- lars

2012-13 2011-12 Operating Income 1,54,19,710 11,692,522

Other Income 766 5,510,470

Total Income 1,54,20,476 17,202,992

Less: Total Expenses 1,01,68,656 13,730,972

Profit/(loss) before

Depreciation & Taxes 52,51,820 3,472,020

Less: Depreciation 2,85,141 160,207

Less: Current tax 16,14,472 1,189,341

Less: Deferred Tax 72,723 14,125

Profit/(Loss) for the year 32,79,484 2,108,347

WORKING RESULTS

The year 2012-13 was a year with excellent financial results as far as your Company is concerned. The Company had posted a record profit after tax of Rs. 32,79,484/- for the period under consideration, signifying an increase of Rs. 11,71,137/- over the previous year.

DIVIDEND

Your directors do not declare any dividend for the year with a view to conserve the resource for future growth plans of the company.

BUSINESS OUTLOOK

Your Company is engaged in the business of Investing, Leasing and Hire Purchase and would like to be positioned as such, much stronger, in future. Encouraged by the Company''s success year after year, we have shaped our business plan for the financial year 2012-13 as part of realisation of our long term strategy to ''energise'' our goals. We have decided to penetrate into areas hitherto underserved by us. Innovation, improved management, efficient stakeholders'' satisfaction, better use of technology and reduced operational costs will become the hallmark of successful NBFCs in future. Your Company''s business strategy is in recognition of these facts.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in term of the provisions of section 58A of the companies act, 1956 and to this effect an undertaking is given to the Reserve Bank of India.

RISK AND CONCERNS

As an NBFC, your Company is subjected to both external risk and internal risk. External risk due to interest rate fluctuation, slowdown in economic growth rate, political instability, market volatility, decline in foreign exchange reserves, etc. Internal risk is associated with your Company''s business which includes deployment of funds in specific projects, diversification into other business operations, retention of talented personnel, managing effective growth rate, volatility in interest rate, NPAs in portfolio, changes incompliance norms and regulations, contingent liabilities and other legal proceedings. Your Company recognizes the importance of risk management and has invested in people, process and technologies to effectively mitigate the above risks.

RBI NORMS ANDACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2013, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs

DIRECTORS

The current composition of the Board of Directors of your Company is under:-

Shri Laxman Chairman &

Singh Satyapal Managing Director 18/12/2000

Shri Pradeep

Kumar Jindal Executive Director 30/08/2006

Shri Uttam

Kumar Srivastava Independent Director 20/03/2011

Shri Pawan

Kumar Poddar Independent Director 20/03/2011

The following changes took place in the Board of Directors of Your Company during the year:

- Shri Laxman Singh Satyapal, has been appointed as Managing Director on the Board of the Company, for a period of five years with effect from January 14 ,2013.

- Mr. Uttam Kumar Srivastava, Director retire by rotation and being eligible and offer himself for re-appointment. The Board recommends his re-appointment as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 292(A) of the Companies Act, 1956. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

RBI GUIDELINES

Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis is enclosed as a part of this Annual Report of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- a) in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

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 at the end of the financial year and of the profit of the company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities.

d) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Amit R Gupta & Associates, Chartered Accountants, as Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. Your Company has received a certificate from M/s Amit R Gupta, Chartered Accountants, to the effect that the appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

EMPLOYEES

Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review. In line with its policy, your Company continues to place great emphasis on training programmes for all-round development of the staff at all levels.

Your Company has been actively concentrating on development of human resources, which is a prime asset for its substantial growth.

PARTICULARS OF EMPLOYEES

The company does not have any employees whose remuneration exceed the limits for which disclosure is required in accordance with section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

CORPORATE SUSTAINABILITY

Your Company''s aspirations of sustaining and enhancing its long term growth plans are well balanced by its conscious commitments to society and in its principles of conducting business in a fully compliant manner. Your company partakes in letter and spirit its intention of being a responsible corporate citizen and is committed to contribute positively in all activities pertaining to environmental protection, energy conservation and societal commitments while at the same time continuing to protect and enhance all stakeholder''s interests.

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

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Pursuant to the Non Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 1998, a report from the Statutory Auditors to the Board of Directors, has been received by the Company.

NON-BANKING FINANCIAL COMPANIES AUDITORS'' REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors'' Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge the dedicated service rendered by the Employees of the Company at all levels. The Directors also acknowledge the support and co-operation received especially from Shareholders, Investors, and Well-wishers, Government Departments, Bankers, and other Financial Institutions. For and on Behalf of the Board of Directors

Sd/- Sd/-

(Laxman Singh Satyapal) (Pradeep Kumar Jindal)

Chairman & Managing Director Director

Place: Delhi

Date : 04/09/2013

---

Mar 31, 2012

TO THE MEMBERS of PAWANSUT HOLDINGS LTD.

The Board of Directors has the pleasure in presenting the 28th Annual Report on the business and operations of your company together with the Audited Financial Statement for the financial year ended March 31, 2012.

FINANCIAL RESULTS

Particulars 2011-12 2011-10

Profit/(loss) before 34,72,020.21 15,41,572.82

Depreciation & Taxes

Less: Depreciation 1,60,207.00 1,10,957.00

Current tax Income tax 11,89,341.00 4,04,877.00 earlier years

Add/less: Deferred Tax 14,125.00 35,373.00

assets/liability

Profit/(Loss)brought

Forward from previous year

Transfer to reserve funds

Balance Carried Forward 21,08,347.21 9,90,365.82 to the Balance Sheet

PERFORMANCE OF THE COMPANY

During the year under review, the company has earned profit of Rs 34,72,020.21 as against profit of Rs. 15,41,572.82 in the last year. Your directors are continuously looking for the avenues for future growth of the company.

MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, there are material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company-31st March, 2011 till the date of this Report are as follows:

Increase in Authorised Share Capital of Company from Rs. 5,00,00,000 to Rs. 12,00,00,000 w.e.f 25th February, 2012

l Increase in Paid up Capital from Rs. 2,26,27,810 to Rs.

11,31,39,050 by issue of 90,51,124 equity shares as Bonus Shares w.e.f 24th March, 2012.

DIVIDEND

Your directors do not declare any dividend for the year with a view to conserve the resource for future growth plans of the company.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in term of the provisions of section 58A of the companies act, 1956 and to this effect an undertaking is given to the Reserve Bank of India.

RISK AND CONCERNS

As an NBFC, your Company is subjected to both external risk and internal risk. External risk due to interest rate fluctuation, slowdown in economic growth rate, political instability, market volatility, decline in foreign exchange reserves, etc. Internal risk is associated with your Company''s business which includes deployment of funds in specific projects, diversification into other business operations, retention of talented personnel, managing effective growth rate, volatility in interest rate, NPAs in portfolio, changes incompliance norms and regulations, contingent liabilities and other legal proceedings. Your Company recognizes the importance of risk management and has invested in people, process and technologies to effectively mitigate the above risks.

RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2012, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

DIRECTORS

Mr. Pawan Kumar Poddar, Director retire by rotation and being eligible and offer himself for re-appointment. The Board recommends his re-appointment as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 292(A) of the Companies Act, 1956.

The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

RBI GUIDELINES

Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- a) in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

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 at the end of the financial year and of the profit of the company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities

d) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Amit R Gupta & Associates, Chartered Accountants, as Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. Your Company has received a certificate from M/s Amit R Gupta, Chartered Accountants, to the effect that the appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

EMPLOYEES

Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review. In line with its policy, your Company continues to place great emphasis on training programmes for all-round development of the staff at all levels.

Your Company has been actively concentrating on development of human resources, which is a prime asset for its substantial growth.

PARTICULARS OF EMPLOYEES

The company does not have any employees whose remuneration exceed the limits for which disclosure is required in accordance with section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

CORPORATE SUSTAINABILITY

Your Company''s aspirations of sustaining and enhancing its long term growth plans are well balanced by its conscious commitments to society and in its principles of conducting business in a fully compliant manner. Your Company partakes in letter and spirit its intention of being a responsible corporate citizen and is committed to contribute positively in all activities pertaining to environmental protection, energy conservation and societal commitments while at the same time continuing to protect and enhance all stakeholders'' interests.

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

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

INFORMATION AS PER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption is therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the company.

For and on behalf of the Board of Directors

sd/- sd/-

(Pradeep Kumar Jindal) (Laxman Singh Satyapal)

Director Director

Place: Delhi

Date: September 3, 2012

---

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your company and the Audited Financial Statement for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(In Rupees)

Financial Year ended Particulars 31st March, st 31 March,2010 2011

Profit / (loss) before 15,41,573 12,75,237

Depreciation & Taxes

Less : Depreciation 1,10,957 9,037

Current Tax 1430616 3,92,717

Income tax earlier years 692623 3,92,717

Add/ Less: Deferred Tax (35,373) 22,283

Assets/Liability Profit/(Loss) after Tax 7,02,620 8,75,766

Profit/(Loss) brought 14,42,557 5,29,450 forward from previous year

Transfer to reserve funds 1,40,524 1,70,596

Balance Carried Forward 20,04,653 12,34,620 to the Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the company has earned profit of Rs 7,02,620 as against profit of Rs. 8,75,766in the last year. Your directors are continuously looking for the avenues for future growth of the company.

MATERIAL CHANGES ETC.

Save as mentioned elsewhere in this Report, there are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company-31st March, 2011 till the date of this Report.

DIVIDEND

Your directors do not declare any dividend for the year with a view to conserve the resource for future growth plans of the company.

FIXED DEPOSITS

Your Company did not accept any fixed deposits from public in term of the provisions of section 58A of the companies act, 1956 and to this effect an undertaking is given to the Reserve Bank of India.

DIRECTORS

Mr. Laxman Singh Satyapal, Director retire by rotation and being eligible and offer himself for re-appointment. The Board recommends his re-appointment as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company. Mr. Pawan Kumar Poddar, who was appointed as an additional director of the Company to hold office till the date of the Annual General Meeting, be and is hereby appointed as a director of the Company whose office shall be liable for determination through retirement by rotation. The Board recommends his regularization as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company. Mr. Uttam Kumar Srivastava, who was also appointed as an additional director of the Company to hold office till the date of the Annual General Meeting, be and is hereby appointed as a director of the Company whose office shall be liable for determination through retirement by rotation. The Board recommends his regularization as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Indian economy has shown signs of resurgence during the year witnessing growth in certain sectors of economy and the Financial sector has seen consolidation of NBFC segment due to competition from MNC and Private Banks. The Reserve Bank of India has been vigilant in monitoring the functioning of the Financial Sector.

The Company is engaged in financial activities viz. loaning and advancing money to individuals, commercials and other enterprises.

The Financial Sector is endowed with risks e.g. external risk which may arise because of the fluctuation in the interest rate in the financial market, frequent changes in government policies especially in tax matters, general economic recession which affects the cash flow policy of the borrowers to repay. The Company adopts an efficient internal control system and the Internal Audit Department monitors implementation of such systems and procedures, which is also subject to review by the Audit Committee.

The Company has followed the Accounting Standards as applicable.

The Company is managed by a professional team and frequent meetings are arranged to upgrade the knowledge of employees and to strengthen their managerial capabilities.

There are no material financial and commercial transactions in which the management has personal interest that may represent a potential conflict of interest.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- a) in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) the Directors have 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 of the company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities

d) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Amit R Gupta & Associates, Chartered Accountants, as Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. Your Company has received a certificate from M/s Amit R Gupta & Associates, Chartered Accountants, to the effect that the appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

PERSONNEL

There is no employee whose remuneration exceed the limits for which disclosure is required in accordance with section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the company.

For Pawansut Holdings Limited

Sd/- Sd/-

Laxman Singh Pradeep Kumar Satyapal Jindal (Director) (Director)

Place: Delhi

Date: 11.09.2011

---

Mar 31, 2010

To, The Members of Pawansut Holdings Limited

The Directors have pleasure in presenting the Annual Report with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rupees)

Year ended Year ended 31st March, 31st March, 2010 2009

Profit / (loss) before Depreciation & Taxes 1,242,270 166,358

Less : Depreciation 9,037 39,787

Current Tax 382,533 47,305

Income tax earlier years 4,691

Add: Deferred Tax Assets 2,283 10,700

Profit/(Loss) after Tax 852,983

Add: Profit/(Loss) brought forward from previous 529,450 461,230 year

Transfer to reserve funds 170,596 17,055

Balance Carried Forward to the Balance Sheet 1,211,837 529,450



REVIEW OF OPERATIONS

During the year under review,the company has earned profit of Rs 1,211,837 as against the profit of Rs 529,450 in the previous year.Your directors are contiously looking for the avenues for future growth of the company.

DIVIDEND

Your directors do not declare any dividend for the year with a view to conserve the resource for future growth plans of the company

FIXED DEPOSITS

Your Company did not accept any fixed deposits from public in term of the provisions of section 58A of the companies act, 1956 and to this effect an undertaking is given to the Reserve Bank of India.

DIRECTORS

Mr.Pradeep Kumar Jindal, Director retire by rotation and being eligible and offer himself for re-appointment. The Board recommends his re-appointment as Director subject to approval of the shareholders at the ensuing Annual General Meeting of the company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Indian economy has shown signs of resurgence during the year witnessing growth in certain sectors of economy and the Financial sector has seen consolidation of NBFC segment due to competition from MNC and Private Banks. The Reserve Bank of India has been vigilant in monitoring the functioning of the Financial Sector.

The Company is engaged in financial activities viz. loaning and advancing money to individuals, commercials and other enterprises.

The Financial Sector is endowed with risks e.g. external risk which may arise because of the fluctuation in the interest rate in the financial market, frequent changes in government policies especially in tax matters, general economic recession which affects the cash flow policy of the borrowers to repay. The Company adopts an efficient internal control system and the Internal Audit Department monitors implementation of such systems and procedures, which is also subject to review by the Audit Committee.

The Company has followed the Accounting Standards as applicable. .

The Company is managed by a professional team and frequent meetings are arranged to upgrade the knowledge of employees and to strengthen their managerial capabilities.

There are no material financial and commercial transactions in which the management has personal interest that may represent a potential conflict of interest.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- a) in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) the Directors have 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 of the company for the year ended on that date.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other regularities

d) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Amit R Gupta & Associates, Chartered Accountants, as Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re appointment. Your Company has received a certificate from M/s Amit R Gupta & Associates, Chartered Accountants, to the effect that the appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

PERSONNEL

There is no employee whose remuneration exceed the limits for which disclosure is required in accordance with section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

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

The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the company.

By order of the Board

For Pawansut Holdings Limited

(Laxman Singh Satyapal) (Meera Mishra)

Place: Delhi Director Director

Dated: 1 September, 2010

---

Mar 31, 2009

Dear Members

The Directors present the Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2009.

Financial Highlights

(Amount in Rs. Lacs) Particulars Financial Year ended 31st March, 2009 31st March, 2008

Total Income 78.31 554.56

Total Expenditure 77.04 552.53

Profit before tax 1.26 2.02

Provision for tax 0.51 1.38

Profit after tax .85 .43

Transfer to Reserve 0.17 .09

Paid-up Share Capital 299.90 299.90

Reserves and Surplus 6.61 5.76

(excluding revaluation reserve)

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31st March, 2009 and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

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

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Directors

Ms. Meera Mishra retires by rotation and being eligible offers herself for re- appointment. Directors recommend her re-appointment.

Auditors

M/s M M Goyal & Co Chartered Accountant, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them. Your Directors recommend their re-appointment.

Auditors'' Report

Comments made by the Statutory Auditors in the Auditors'' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s Silky Kapoor Company Secretaries, Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Directors'' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed;

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, 2009 and of the profit of the Company for the year ended on that date;

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

d. the Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgment

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board

For Pawansut Holdings Ltd

Sd/-

Date: 1st September, 2009 Laxman Singh Satyapal

Place: Delhi Director

---

Mar 31, 2008

TO THE MEMBERS

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of your company and the Audited Statement of Accounts for the financial year ended 31st March 2008.

FINANCIAL HIGHLIGHTS

The performance of the Company for the financial year ended March 31, 2008 is summarized below:

(Rupees) Year ended Year ended 31st March, 2008 31st March, 2007

Interest income & sale of securities 55456219 60,21,941

Less: Depreciation 39,787 9,787

Less: Preliminary Expenses 32,612

Profit before Tax 202491 98,003

Less: Provision for Tax 137964 70,302

Profit after Tax 43081 31,911

Add: deferred tax asset 8845 4210

Add: Profit Brought forward 426745 501,545

Balance Carried Forward 461230 426,765



DIVIDEND

Your Directors do not declare any dividend for the year with a view to conserve the resources for future growth plans of the Company.

FIXED DEPOSITS

The Company has not accepted fixed deposits from public or Shareholder or employees during the year, within the meaning of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed thereunder.

DIRECTORS

Pursuant to Article 89(2) of the Articles of Association of the Company, Sh. Laxman Singh Satyapal, Director retires by rotation and being eligible offers himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that: -

i) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them onsistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the sate of affairs of the company as at March 31, 2008 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 the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

AUDITORS AND AUDITORS’ REPORT

M/s M.M. Goyal & Company, Chartered Accountants, the Auditors retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. A Certificate in terms of Section 224(1B) of the Companies Act, 1956 has been received from them regarding their eligibility for re- appointment. The Board recommends their re-appointment subject to the approval of shareholders at the Annual General Meeting of the Company.

The notes to the accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

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

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is not applicable to the company as the Company being engaged in financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange.

PERSONNEL

There is no employee whose remuneration exceed the limits for which disclosure is required in accordance with section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENT

Yours Directors would like to express their sincere appreciation for the assistance and co- operation received from shareholders, bankers, financial institutions, consultants and other business constituents during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services and valuable contribution made by all the employees of the Company.

For and on behalf of Board of Directors

Sd/- Sd/-

Place : New Delhi Director Director

Dated : September 2, 2008