Directors Report of Saumya Capital Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2015 for your perusal, consideration and adoption.

State of Affairs of the Company:

Particulars Current Previous Year year 2014-15 2013-14

Sales 1242085 2373000

other Income 808853 NIL

Less: Expenditure 2243997 2470990

Profit Before Exceptional, (193059) (97990)

Extraordinary Items & Taxation

Exceptional Items NIL NIL

Extra Ordinary Items NIL NIL

Profit/fLoss) before Taxation (193059) (97990)

Less : Current Tax NIL NIL

Less : Deferred Tax Charge/ NIL NIL (Credit)

Profit/(Loss) after Tax (193059) (97990)

Profit for the period Amount NIL NIL carried to Reserve

COMPANY'S PERFORMANCE:

During the year under review, state of affairs of the company as compared to the previous year. Your company earned a total income of Rs.20,50,938/- (Previous Year Rs.23,73,000/-) and a net profit after tax of Rs.(1,93,059/-) as compared to net profit after tax of (97,990/-) of previous year.

DIVIDEND:

Your directors do not recommend any dividend for the current year.

DIRECTOR:

Mr. Shiv Shankar Bhootra retires by rotation and being eligible has offered himself for re-appointment.

Mr. Ashokkumar Mathur, was appointed as additional director and that he is proposed to be appointed as an independent director for five consecutive years for a term upto May 30, 2020 as per provisions of Section 149 and other applicable provisions of the companies act, 2013.

During the period the Board of Directors had appointed Ms. Deepika Uttamchandani as an Additional Women Director (Independent) of the Company w.e.f. 31st March , 2015. The Company has received a notice from a member proposing appointment of Ms. Deepika Uttamchandani as an Independent Director. The Board recommends passing of the resolution appointing Deepika Uttamchandani as an Independent Director of the Company for a period up to March 30, 2020, not liable to retire by rotation

During the year, the non executive director has no pecuniary relation or transaction with the company.

FINANCIAL YEAR:

There is no revision in financial statements or board report u/s 131 of the Companies Act 2013 made by the company.

PARTICULARS OF THE EMPLOYEES:

In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Nil.

STATUTORY AUDITORS:

At the Annual General Meeting held on September 30, 2014, M/s Vishves A. Shah & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act,

2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Vishves A. Shah & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS' REPORT:

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure-I" attached hereto and forms part of this Report.

EXTRACT OF ANNUAL GENERAL MEETING:

As provided under Section 92(3) of the Act, the extract of annual return is given in "Annexure II"in the prescribed Form MGT-9, which forms part of this report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. A. Santoki& Associates, Company Secretary in Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as"Annexure-III" to this Report.

Explanation on qualification adverse remark made in Secretarial Audit Report:

Qualification/ Adverse Remark Explanation

NIL NIL

BOARD MEETINGS HELD DURING THE YEAR:

During the year nine meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

* To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

* In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

* For the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2015.

* That 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 fraud and other irregularities.

* The annual financial statements have been prepared on a going concern basis.

* That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

* That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

LISTING:

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE).

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT.2013:

During the year ended 31st March, 2015, company has not given any Loans, Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

During the year ended 31st March, 2015, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no any material changes and commitments made between the financial years that affect the financial position of the company.

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.

RISK MANAGEMENT POLICY:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY:

Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Stakeholder Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES:

Company has not any subsidiary company/Joint Ventures/Associates.

FIXED DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

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

ACKNOWLEDGEMENT:

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co- operation.

The directors appreciate and value the contributions made by every member of the Saumya Capital Limited.

DATE : 30.05.2015 FOR AND ON BEHALF OF THE BOARD PLACE: Ahmedabad

Sd/- SHIV SHANKAR BHOOTRA (DIN :02925617) (CHAIRMAN)

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the period ended on 31st March, 2014.

FINANCIAL RESULTS :

The Financial performance of the company during the year is as under:

(Amt in Rupees) Particulars For the Year For the Year Ended on Ended on 31.03.2014 31.03.2013

Total Income 2,373,000 2,442,179

Total Expenditure 2,470,990 64,332,896

Profit / (Loss) before Tax (97,990) (61,890,717)

Provision for Income Tax NIL NIL

Net Profit / (Loss) for the year (97,990) (61,890,717)

REVIEW OF PERFORMANCE :

During the year under review company has earned revenue of Rs. 23,73,000. However company has incurred loss of Rs.97,990.

DIVIDEND :

In view of the losses, your Directors do not recommend the dividend for financial year ended on March 31, 2014.

DIRECTORS :

In accordance with the provisions of Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Shiv Shankar Bhootra, director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment. Mr. Himmat Singh Shekhawat and Shamsher Singh , Directors of the Company, is being appointed as independent director for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Subject to the approval of the members in the general meeting, the Board of Directors Appointed Mr. Shiv Shankar Bhootra as Managing Director effective October 1, 2014 for a period of 3 years. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend 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 274(1)(g) of the Companies Act, 1956. The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Keyur Babulal Modi Director of the Company had resigned from the Directorship of the Company on 09.01.2014.

PUBLIC DEPOSITS :

During the year under review your Company has neither invited nor accepted any public deposit or deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had 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 of Loss of the Company for the year under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

AUDITORS:

Vishves A. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

AUDITORS REPORTS:

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE:

The company''s present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292a of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

LISTING:

Equity Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange (ASE). Company has paid the Listing fees to the exchange.

PARTICULARS OF THE EMPLOYEES:

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The Additional information required under Section 217(1)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT:

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

DATE : 28.05.2014 BY ORDER OF THE BOARD OF PLACE : AHMEDABAD DIRECTORS

Sd/- (CHAIRMAN)

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Mar 31, 2007

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of accounts for the year ended on 31st March, 2007.

1. FINANCIAL RESULTS :

2006-07 2005-06

INCOME FROM OPERATION — —

INTEREST INCOME 18,450 60,570

TOTAL EXPENDITURE 33,250 68,400

PROFIT/(LOSS) BEFORE DEPRECIATION & MISC. EXPS. W/OFF (14,800) (7,830) LESS:

DEPRECIATION 13,313 15,926

NET PROFIT/(LOSS) FOR THE YEAR (28,113) (23,756)

2. PERFORMANCE:

During the period under review the Company has earned Gross Income of Rs.00.18 lacs and incurred Net loss of Rs.28,113.

3. DIVIDEND :

In view of the losses, your Directors regret their inability to recommend any dividend.

4. PARTICULARS OF EMPLOYESS :

No employee is drawing remuneration more than the specified limit prescribed "'5, -17(2A) of the Companies Act, 1956, and Company (Particulars of Employees) Rules, 1975. Hence, the information required in terms of Section 217(2A) of the Companies Act, 1956 and Company (particulars of Employees) Rules, 1975 is not applicable to Company.

5. AUDITORS;

M/s. Jigar S. Shah & Co., Chartered Account, Ahmedabad, retires conclusion of Annual General Meeting and is eligible for reappointment.

6. FOREIGN EXCHANGE EARNING/OUTGO :

There is no foreign exchange earning or outgo during the period under review.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company had no activities relating to conservation of energy or technology absorption,

8. PUBLIC DEPOSIT :

Your Company has not accepted any deposits from the public.

9. DIRECTORS RESPOSIBILITY STATEMENT :

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

In the presentation of Annual Accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

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

The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for preventing and detecting fraud and other irregularities.

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

As per information furnished to us, none of the directors of the company is disqualified from being appointed as a director under clause (g) of sub-section (1) of section 274 of the companies act, 1956.

10. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement, the Company has implemented steps to constitute various committees during the course of the year, report of which is annexed hereto.

11. ACKNOWLEDGEMENT:

Your Director take this opportunity to express their grateful appreciation for the willing assistance and co-operation received from the bankers, shareholders and the employees of the Company.

For and on behalf of the Board Place : Ahmedabad (Mr. Hemang Shah)

Date : 13th August, 2007 Director