Directors Report of S R G Securities Finance Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:

Particulars 2014-15 2013-14

Gross Income 164.08 120.13

Less: Finance Cost 39.68 36.96

Overheads 84.23 55.07

Depreciation 6.04 3.17

Profit before Tax & Exceptional Items 34.13 24.93

Add : Exceptional Items 0.00 0.00

Profit before Tax 34.13 24.93

Less : Provision for taxation 11.24 7.95

Profit after tax 22.89 16.98

Deferred Tax Assets 0.70 0.24

Add : Balance b/d from the previous year 18.78 41.58

Excess provision for NPA 0 2.11

Excess provision for Income Tax 0 0.09

Surplus available for appropriations 42.37 61.00

Appropriations

Transferred to Special Reserve 4.75 3.50

Provision for standard Assets 0.28 0.79

Utilised for Issue of Bonus Issue 0 37.93

Provision for NPA 0.60 0.00

Assets W/o as per co. act 2013 0.14 0.00

Excess Provision for Income Tax 0.03 0.00

Balance carried over to Balance Sheet 36.57 18.78

LENDING OPERATIONS & DISBURSEMENT OF LOANS:

Your Company registered a remarkable growth in its operations. The highlights of Company''s Performance are as follows:

*The operating profit before charging depreciation and tax amounted to Rs 40.17 lacs in the year 2014-15 as against Rs. 28.10 lacs in the preceding year; representing a rise of 42.95%.

*Profit after Tax (PAT) before extraordinary items went up by 36.93% to Rs. 23.58 lacs in the year 2014-15 from Rs.17.22 lacs in the previous year.

*As at 31st March, 2015, the loan portfolio stood at Rs. 890.91 lacs as against Rs. 765.45 lacs in the previ- ous year an increase of 16.39%.

As part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.

DIVIDEND:

Your Directors felt it prudent to retain the earnings for the year under review to be ploughed back in business, which shall result in further augmentation of the Company''s growth and shareholders'' wealth.

CHANGES IN SHARE CAPITAL:

During the year under review, there were no changes in the share capital of the Company.

UNCLAIMED DIVIDEND:

Under the provisions of section 125 of Companies Act, 2013 dividends that remain unclaimed for a pe- riod of seven years from the date of declaration are required to be transferred to the Investor Educa- tion and Protection Fund (IEPF) administered by the Central Government. As at March 31st, 2015 there are no unpaid/ Unclaimed Dividend to be transferred to Investor Education and Protection Fund.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Clause 52 of the Listing Agreement with the BSE SME, Report on Management Discus- sion and Analysis is annexed herewith in Annexure IV.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and esti- mates were made so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2015 and of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken 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 frauds and other irregularities;

(d) The annual accounts of the Company have been prepared on a going concern basis.

(e) Internal controls have been laid down to be followed by the Company and such internal controls were adequate and were operating effectively.

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 52 of the BSE SME Listing Agreement. A report on Corporate Governance is included as a part of this An- nual Report in ANNEXURE VI.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 52 of the Listing Agreement is attached to this report.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and oth- ers entitled thereto.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note 18 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 52 of the listing agreement, the company has in place risk management policy and a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, at present the CSR provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and/or to the Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all loca- tions of the Company.

Based on the report of internal auditor, respective heads undertake corrective action in their respec- tive areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS:

During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee has changed the Designation of Director Mr. Rajesh Jain from Executive Director to Non- Executive Director in the meeting held on July 13th, 2015 subject to the approval of members in the general meeting. Further in accordance with the provisions of the Act and the Articles of Association of the Company Mr. Rajesh Jain ,Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re appointment.

The term of appointment of Mrs. Seema Jain, Whole Time Director expires on 19.07.2015 and therefore Board of Director have in their meeting held on 13.07.2015 re- appointed Mrs. Seema Jain, Whole Time Director on such terms and conditions including remuneration as decided by Board on recommendation of Nomination & Remuneration Committee subject to the approval of members in the general meeting.

Your directors recommend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).

AUDITORS:

Statutory Auditors:

At the 19th Annual General Meeting held on September 18th, 2014, the members had appointed M/s Valawat Jha Pamecha & Co. Chartered Accountants (registration No. 008265 C) as the statutory auditors of the Company for a period of 3 years upto the conclusion of 22nd Annual General Meeting to be held in the year 2017, subject to them ratifying the said appointment at every AGM. The Company has received a confirmation from M/s Valawat Jha Pamecha & Co. Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under. The board proposes to the mem- bers to ratify the said appointment of M/s Valawat Jha Pamecha & Co. Chartered Accountants.

Secretarial Auditors:

M/s Deepak Vijaywargey & Associates, Practicing Company Secretary, Udaipur was appointed as the Secretarial Auditor of the Company for the financial year 2014-15 by the Board of Directors pursu- ant to provisions of Companies Act, 2013 and rules there under. Secretarial audit report as provided by M/s Deepak Vijaywargey & Associates, Practicing Company Secretary is annexed to this Report as ANNEXURE II.

QUALIFICATIONS IN AUDIT REPORTS:

There are no qualifications, reservations or adverse remarks or disclaimer made—

(a) By the statutory auditor in his report; and

(b) By the company secretary in practice in his secretarial audit report;

DISCLOSURES:

BOARD MEETINGS:

The Board of Directors met 5 (Five) times during this financial year 2014-15.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of adequate composition of Executive, Non- Executive and Independent Directors. The details of which are mentioned in the Corporate Governance Report.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee consists of adequate composition of Non- Executive Inde- pendent Directors. The details of which are mentioned in the Corporate Governance Report.

COMPOSITION OF SHAREHOLDER''S /INVESTOR GRIEVANCE COMMITTEE:

The Shareholder''s /Investor Grievance Committee consist of adequate composition of Executive, Non- Executive and Independent Directors. The details of which are mentioned in the Corporate Governance Report.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Com- panies Act, 2013, if any, apart from the loans made, guarantee given or security provided by the Com- pany in the ordinary course of business, if any, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

The Company''s operations are not power intensive. Nevertheless, your Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of extract of annual return in MGT 9 is annexed herewith as ANNEXURE III.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Com- panies (Particulars of Employees) Rules, 1975, as at March 31st, 2015, there were no employees in SRGSFL throughout the year who were in receipt of remuneration of Rs. 60 lacs or more per an- num or Rs. 5 Lacs or more if appointed for the part of the financial year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company be- tween 31st March and the date of Board''s Report.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the Nature of Business.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review .The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, RBI etc. from time to time relating to listed companies and that there are no significant & material or- ders passed by these regulators so far.

DISCLOSURES ON MANAGERIAL REMUNERATION:

Details of Managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as per "Annexure VIII" to this re- port.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE SME where the Company''s Shares are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date no com- plaints are pending.

EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is 0.61 as at March 31st, 2015 as against 0.73 as at March 31 ST, 2014.

Particulars as on 31st March 2015 2014

Capital Adequacy Ratio 72.51% 77.63%

Your Company''s capital adequacy ratio was at 72.51% as on 31st March, 2015 , which we believe provides an adequate cushion to withstand business risks and is above the minimum requirement of 15% stipulated by the RBI.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognised.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provi- sion for contingencies on standard as well as non-performing assets.

A NOTE OF APPRECIATION:

Your Directors place on record their appreciation for the advice, guidance and support given by vari- ous regulatory authorities including the RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories and all the bankers of the Company. The Directors would also like to acknowledge the role of all its stakeholders - shareholders, borrowers, key partners, and lenders for their continuing support to the Company. Your Directors also record their appreciation for the dedicated services of the em- ployees and their contribution to the growth of the Company. The Board would also like to express its sincere appreciation to all the Company''s valued Shareholders, RTA, Service Providers and Coun- selors for their continued support and patronage.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

Sd/- Vinod K. Jain Managing Director DIN: 00248843 Place : Udaipur Date :25.05.2015

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Mar 31, 2014

Dear Members

The Directors are pleased to present their Nineteenth Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2014.

The Financial performance of the Company for year ended 31st March, 2014 is summarized below:

FINANCIAL RESULT

(Rs. In Lacs)

Particulars 2013-14 2012-13

Gross Income 120.13 107.99

Less: Finance Cost 36.96 49.30

Overheads 55.07 33.43

Depreciation 3.17 2.88

Profit before Tax & Exceptional Items 24.93 22.38

Add : Exceptional Items 0.00 0.00

Profit before Tax 24.93 22.38

Less: Provision for taxation 7.95 7.11

Profit after tax 16.98 15.27

Deferred Tax Assets 0.24 0.19

Add : Balance b/d from the previous year 41.58 25.90

Excess Provision for NPA 2.11 5.77

Excess Provision for Income Tax 0.09 0.04

Surplus available for appropriations 61.00 47.17

Appropriations

Transferred to Special Reserve under 3.50 4.50

Section 36(1)(viii) of the Income Tax Act, 1961 Provision for standard Assets 0.79 1.09

Bonus Issue 37.93 0.00

Balance carried over to Balance Sheet 18.78 41.58

PERFORMANCE

Lending Operations Disbursement of Loans:

Your Company registered a remarkable growth in its operations. The operating profit before charging depreciation and tax amounted to Rs.28.10 lacs as against Rs. 25.26 lacs in the preceding year; representing a rise of 11.24%.Profit After Tax (PAT) before extraordinary items went up by 11.44% to Rs. 17.23 Lacs from Rs. 15.46 Lacs in the previous year.

The loan disbursed during the year ended 31st March, 2014 was to the extent of Rs. 435 Lacs as against Rs. 145 Lacs disbursed during the previous year.

As at 31st March, 2014, the loan book stood at Rs. 765.45 Lacs as against Rs. 454.24Lacs in the previous year an increase of 68.51% As part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.

DIVIDEND

Your Directors felt it prudent to retain the earnings for the year under review to be ploughed back in business, which shall result in further augmentation of the Company''s growth and shareholders'' wealth.

CAPITAL ADEQUACY

Particulars As on 31st March 2014

Capital Adequacy Ratio 77.63%

Your Company''s capital adequacy ratio was at 77.63% as on 31st March,2014 , which we believe provides adequate caution to withstand business risks and is above the minimum requirement of 15% stipulated by the RBI.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognised.

As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for contingencies on standard as well as non-performing assets.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of the remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

INFORMATION TECHNOLOGY AND COMMUNICATIONS

During the financial year 2013-14, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to section 217(1)(e) of the Companies Act,1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988, as amended, the relevant information is given below :

A. CONSERVATION OF ENERGY :

The Company''s operations are not power intensive. Nevertheless, your Company is taking every steps to conserve and minimise the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

B. RESEARCH AND DEVELOPMENT :

The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.

C. TECHNOLOGY IMPORT AND ABSORPTION :

The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.

D. FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review there was no earnings and outgo in foreign exchange.

INITIAL PUBLIC OFFERING

Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue. The disclosure in compliance with the Listing Agreement is as under :

STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY

(Rs. In Lac)

Issue Object (as per Prospectus) Amount to be Amount actually utilized utilized till date

To augment our capital base and provide for our fund requirements for increasing our operational scale with respect to our NBFC activities

Granting of Loans 450.00 467.50

To meet the Issue Expenses 51.60 34.10

Total 501.60 501.60

CORPROATE GOVERNANCE :

Pursuant to the Clause 52 of the Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Clause 52 of the Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public during the year under review .The Company has been granted registration by the Reserve Bank of India, as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits.

DIRECTORATE

Mr. Nishant Badala (DIN: 06611795) and Mr. Bhupesh Kumar Jain (DIN: 06611787), directors of the company liable to retire by rotation and being eligible have offered themselves for re-appointment. Further Mr. ARJUN LAL JAIN (00147912), Independent Director of the Company, whose present term of office is as per the Companies Act, 1956 and liable to retire by rotation, be reappointed as a Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office for a term of 5 (five) consecutive years. Further re appointment of Mr. Vinod K. Jain Managing Director on same terms and conditions as before is also approved by board and remuneration committee.

Your Directors recommend the above re-appointments.

BONUS ISSUE

The Company allotted a bonus issue of Shares in the ratio of 2:1 by capitalising Rs. 45, 58,000/-the balance lying in the Reserves and Surplus

PUBLIC ISSUE

During the year under review your Company entred into the capital market with a maiden public issue of 2508000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share aggregating to Rs.501.60 Lacs. The issue received an overwhelming response and the same was over subscribed by 1.15 times. The equity shares have been listed and are being traded on the SME platform of the Bombay Stock Exchange Limited. Subequent upon the bonus and public issue of the shares the issued, subscribed and paid up capital of your Company stands at Rs. 38754000 divided into 3875400 equity shares of Rs. 10/- each.

AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that Pursuant to the provisions of Sections 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules viz. Companies (Audit and Auditors) Rules, 2014 as may be, M/s Valawat Jha Pamecha & Co. Chartered Accountants (registration No. 008265 C), be reappointed as statutory auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the Twenty Second Annual General Meeting (AGM) of the Company, subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. M/S Valawat Jha Pamecha & Co., Chartered Accountants, Udaipur have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

AUDITORS'' REPORT

The Auditors'' observations are self explanatory and hence do not call for any further clarification under section 217 of the Companies Act, 1956.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date no complaints are pending.

LISTING OF SHARES

The Equity Shares of your Company are listed on the SME platform of Bombay Stock Exchange Limited P. J. Towers, Dalal Street, Mumbai - 400 023 and the listing fees for the year 2014-2015, has been paid.

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:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

(iii) That 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

EARNINGS PER SHARE (EPS)

The Earnings Per Share (EPS) is Rs. 0.73 as at March 31, 2014 as against Rs. 1.70 as at March 31, 2013.

REGULATORY GUIDELINES/AMMENDMENTS

The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies.

HUMAN RESOURCES AND TRAINING

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Productive high performing employees are vital to the company''s success. The Company had organised various training programmes for upgrading the skill and knowledge of its employees in different operational areas.

CODES AND STANDARDS

FAIR PRACTICE CODE

Your Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organisation''s policies vis-a-vis client protection.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. The code is applicable to all directors, senior employees and their dependents. The said persons are restricted from dealing in the securities of the Company during the ''restricted trading periods'' notified by the Company, from time to time.

A NOTE OF APPRECIATION

The Directors place on record their appreciation for co-operation and support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTOR

Vinod K. Jain Managing Director DIN: 00248843

Place : Udaipur Date : 29.05.2014