Directors Report of Saumya Consultants Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

PARTICULARS Year ended 31st Year ended 31st March 2015 March 2014

PROFIT BEFORE TAX 298,70,745.19 3,01,47,248.03

Less:

Provision for taxation (58,75,592.00) (59,44,349.00)

Provision for Deferred Tax Assets 4,87,819.00 (39,295.00)

2,41,63,604.03

Less: Excess (Short) Provision for — (36,201.00) Income Tax

PROFIT AFTER TAX 244,82,972.19 2,41,27,394.03

Balance Brought Forward 1211,93,064.90 10,18,02,242.87

Less: Transfer to Statutory Reserve 48,96,594.00 48,25,479.00

Less: Provision against Standard Assets 26,158.00 88,907.00

Less: Provision against Doubtful Assets — —

BALANCE CARRIED TO B/S 1407,53,285.09 12,11,93,064.90

DIVIDEND

In order to consolidate the Company's financial position, your directors consider it prudent not to recommend dividend for the year under review.

RESERVES

No amount is proposed to carry to any reserves by the board of directors.

STATE OF COMPANY'S AFFAIR

The results for the reporting year compared with the prior year were affected mainly due to non-selling of investments, which resulted in a decline in revenues. However the market value of Current Investments are increased substantially as compared to last year

CHANGES IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

Your Company have associate companies namely M/s. Shreyashi Tradecom. Pvt. Ltd (CIN: U51909WB1998PTC086331) holding 33.96% shares, within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, the company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information required u/s. 134(3)(q) of the Companies Act, 2013, read with the Rule 8(3) of Companies (Accounts) Rule,2014 with respect to conservation of Energy, Technology absorption are not applicable to the company. The Company has no foreign exchange outflow or inflow during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking finance company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Companies Act, 2013. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been given in this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)

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

RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company laid down the procedure to inform Board members about the risk assessment and minimisation procedures. The Board framed, implemented and monitored, the Company's risk management practices and activities at regular interval. At present the Board has not identified any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 read together with Rule of the Companies Act, the "corporate social responsibility" (CSR), requirement is not applicable to the Company.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report to the higher authorities any unethical, improper, illegal or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to employees of the Company. However, no employee has been denied access to the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

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.

PARTICULARS OF EMPLOYEES

None of the employees, who were in receipt of remuneration in excess of the limits as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or part of the financial year under review, was engaged in the company.

DIRECTORS:

Changes in Directors and Key Managerial Personnel

Mr. Uttam Banerjee retire by rotation and, being eligible, offer himself for re appointment. The Directors recommend Mr. Uttam Banerjee for re-appointment.

Independent Director(s) declaration

Mr. Shambhu Nath Modi and Mr. Rajesh Kumar Routh who are Independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

Board Evaluation

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

CODE OFCONDUCT

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Managing Directors and forms part of the Annual Report.

BOARD MEETING

During the year Eleven Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of which are given in the Corporate Governance Report.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed

Mr. Anand Khandelia, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. V.M.D & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 22nd Annual General Meeting (AGM) of the Company held on 30th September, 2015 till the conclusion of the 26th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

The Auditor of the company has not made any qualification, reservation or adverse remark or disclaimer in his report and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state 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 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 or loss of the Company for the year under review.

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 had 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 had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, no complain had been received.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

Place: Kolkata For and on behalf of the Board Dated: 30th May, 2015 (Arun Kumar Agarwalla) Managing Director DIN:00607272

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Mar 31, 2014

Dear Shareholders

The Directors have pleasure in presenting the 21st Annual Report of the Company together with the Audited Accountants for the year ended 31st March, 2014.

FINANCIAL RESULTS

PARTICULARS Year ended 31st Year ended 31st March 2014 March 2013

PROFIT BEFORE TAX 3,01,47,248.03 2,17,22,190.39

Less:

Provision for taxation (59,44,349.00) (42,46,467.00)

Provision for Deferred Tax Assets (39,295.00) (31,404.00)

2,41,63,604.03 1,74,44,319.39

Less: Excess (Short) Provision for Income Tax (36,201.00) 47,392.00

PROFIT AFTER TAX 2,41,27,394.03 173,96,927.39

Balance Brought Forward 10,18,02,242.87 8,80,39,509.48

Less: Transfer to Statutory Reserve 48,25,479.00 34,79,376.00

Less: Provision against Standard Assets 88,907.00 1,54,773.00

Less: Provision against Doubtful Assets - -

BALANCE CARRIED TO B/S 12,11,93,064.90 10,18,02,242.87

DIRECTORS

Mrs. Sudha Agarwalla, directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re- appointment.

DIVIDEND

In order to consolidate the Company's financial position, your directors consider it prudent not to recommend dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public in the meaning of section 58A of the Companies Act, 1956.

EMPLOYEES

There was no employee of the Company Coming under the Purview of disclosure required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. AUDITOR'S & AUDITORS' REPORT

The Auditors of the Company, Messrs S. K. Modi & Associates, Chartered Accountants, retires at the Conclusion of the ensuing Annual General Meeting. Company has received the resignation from the statutory auditors and the Company has received a certificate under section 141(3)(g) of the Companies Act, 2013 from M/s. V.M.D & Associates, Chartered Accountants, of their eligibility for appointment.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

CORPORATE GOVERNANCE

The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement is attached to the Annual Report.

SUBSIDIARY

The Company do not have any subsidiary company during or at the end of the year.

DIPOSITORY SYSTEM & LISTING OF SHARES

The Company's script has come under come under compulsory dematerialization for all investors. The ISIN no. allotted to the equity shares of the company is INE563C01015. The Equity Shares of the Company are listed on The Calcutta Stock Exchange Association Ltd.

STATUTORY INFORMATION

The Company being basically in the financial section, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information required u/s. 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption are not applicable to the company. The Company has no foreign exchange outflow or inflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and gratitude of the shareholders, Investors & Bankers. Last but not the least, your Directors place on record their sense of appropriation of the valuable contribution made by the employees of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

In order to avoid duplication between the Directors Report and the Management discussion and Analysis, we present below a composite summary as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India of the same herein below:

Non Banking Financial Companies(NBFCs) have become an integral part of India's financial system. In recent times, NBFC's have emerged as lenders to both companies and individuals. When it comes to lending, NBFCs are generally regarded to be complementary to banks and are often able to offer better services and products to their customers. Inspite of strong competition faced by the NBFCs, the inner strength of NBFCs viz local knowledge, credit appraisal skill, well trained collection machinery, close monitoring of borrowers and personalized attention to each client, are catering to the needs of small and medium enterprises in the rural and semi urban areas. NBFC's are playing significant role in financing the road transport and infrastructure and have reached the gross root level through Micro finance.

The main activity of the company is financing and investment/ trading in shares.

OPPORTUNITIES & THREATS, RISKS & CONCERNS, PERFORMANCE AND OUTLOOK

The Company bears the normal risk in terms of inherent business risk in the kind of business the company is into. The Board of the company has taken a balanced approach for investing in these activities.

RISK & CONCERNS

Over the years, your Company has achieved an appropriate balance between risk and returns by setting up an efficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the company is exposed to are, credit risk, market risk and operational risk. Deriving from the long years of experience in financing and trading in securities, your Company's credit policy framework is designed to provide the right balance between business growth and portfolio quality. The Company's philosophy of not outsourcing the credit appraisal process has ensured that credit filters are uniformly applied by experienced and well-trained employees. The Audit Committee, lays down policies and tolerance levels that involve assessing of various types of risks and altering the asset-liability portfolio in a dynamic way, in order to manage such risks. Liquidity and interstate risks, within the limits laid down by the board, are constantly monitored by the Audit Committee The Risk Management framework is dynamic and will continue to evolve in line with the emerging risk perceptions.

During the year, your Company has constituted a Risk Management. Committee, in accordance with the Guidelines on Corporate Governance issued by the Reserve Bank of India, to monitor the risk management framework on an ongoing basis with a view to ensuring that risk parameters are within defined limits. Consequently, the scope of the Audit Committee has been appropriately redefined.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing our Company's objectives, expectations or predictions may be forward looking within the meaning of applicable regulations and other legislations. Actual results may differ materially from those expressed in the statement. Important factors that could influence Company's operations include global and domestic financial market conditions affecting the interest rates, availability of resources for the financial sector, market for lending, changes in regulatory directions issued by the Government, tax laws, economic situation and other relevant factors.

EMPLOYER EMPLOYEE RELATIONSHIP

The company maintained a cordial relationship with its employees which resulted in smooth flow of business operations during the period under review.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with section 217(2AA) of the Companies Act, 1956 the Directors of the Company hereby state that.

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

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

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

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

Place: Kolkata For and on behalf of the Board Dated: 31st May, 2014.

(Arun Kumar Agarwalla) Managing Director

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Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accountants for the year ended 31st March, 2013.

FINANCIAL RESULTS

PARTICULARS Year ended 31st Year ended 31st March 2013 March 2012

PROFIT BEFORE TAX 2,17,22,190.39 120,13,987.78

Less:

Provision for taxation (42,46,467.00) (31,404.00)

Provision for Deferred Tax Assets (31,404.00) (51,612.00)

1,74,44,319.39 96,36,368.78

Less: Excess (Short) Provision for Income Tax 47,392.00 -

PROFIT AFTER TAX 173,96,927.39 96,36,368.78

Balance Brought Forward 8,80,39,509.48 115,375,872.70

Less: Transfer to Statutory Reserve 34,79,376.00 2,48,37,274.00

Less: Provision against Standard Assets 1,54,773.00 2,25,748.00

Less: Provision against Doubtful Assets - 1,19,09,710.00

BALANCE CARRIED TO B/S 10,18,02,242.87 8,80,39,509.48

DIRECTORS

Mr Arun Kumar agarwalla and Mr. Rajesh Kumar Routh, directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

DIVIDEND

In order to consolidate the Company's financial position, your directors consider it prudent not to recommend dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public in the meaning of section 58A of the Companies Act, 1956.

EMPLOYEES

There was no employee of the Company Coming under the Purview of disclosure required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. AUDITOR'S

The Auditors of the Company, Messrs S.K. Modi & Associates, Chartered Accountants, retires at the Conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement is attached to the Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed on The Calcutta Stock Exchange Association Ltd.

STATUTORY INFORMATION

The Company being basically in the financial section, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable.

FOREIGN EXCHANGE

The Company has no foreign exchange outflow or inflow during the year under review.

ACKNOWLEDGMENTS

Your Directors acknowledge the support and gratitude of the shareholders, Investors & Bankers. Last but not the least, your Directors place on record their sense of appropriation of the valuable contribution made by the employees of the Company.

EMPLOYER EMPLOYEE RELATIONSHIP

The company maintained a cordial relationship with its employees which resulted in smooth flow of business operations during the period under review.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with section 217(2AA) of the Companies Act, 1956 the Directors of the Company hereby state that.

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

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

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

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

Place: Kolkata For and on behalf of the Board Director Dated: July 8, 2013. Arun Kumar Agarwalla Managing Director

CORPORATE GOVERNANCE

1. Company's Philosophy on Code of Governance

The Company's philosophy on Corporate Governance is to enhance the long term economic value of the company its stakeholders and the society at large by adopting better corporate practices in fair and transparent manner by aligning interest of the company with its shareholders and other key stakeholders. Your Company continues to follow procedures and practices in conformity with the code of Corporate Governance outlined in the listing agreement.

2. Board of Directors

* One Managing, Executive and Non Independent director

* Two Non Executive and Non Independent director

* Two Non Executive Independent directors

Detail of attendance of Directors at the Board Meetings and and at the last Annual General Meeting with particulars of their Directorship and Chairmanship/Membership of Board/Committees in other companies are given below:

Sl. Name of Director Category Board Attendance at No. Meeting Last AGM

01. Arun Kumar Managing Director, 09 Yes Agarwalla Executive/ Non-independent Director

02. Sudha Agarwalla Non Executive 09 Yes Non-Independent Director

03. Gaurang Agarwalla Non Executive/ 0 No Non- Independent Director

04. Anil Kumar Non Executive/ 09 Yes Meharia Independent Director

05. Rajesh Kumar Non Executive/ 07 Yes Routh Independent Director

Sl. Name of Director No. of Other Committee No. other position Directorship Member Chairman

01. Arun Kumar Agarwalla 02 01 02

02. Sudha Agarwalla 02 02 Nil

03. Gaurang Agarwalla 01 Nil Nil

04. Anil Kumar Nil Nil 01

05. Rajesh Kumar Nil 02 Nil

i) Other directorships do not include directorship of private limited companies, companies registered u/s 25 of Companies Act and of companies incorporated outside India.

ii) Chairmanship/Membership of Board committees includes Membership of Audit, Remuneration and shareholders/Investor's grievance committees only.

iii) No Director is a member of more than 10 committees or chairman of more than 5 committees across all companies in which he is a Director.

Number of Board Meeting held, dates on which held

Number of Board Meetings Held : 09

Date on which held : 19th April 2012, 30th April 2012, 11th July 2012, 31st July 2012, 10th Aug. 2012, 31st October 2012 2nd Nov. 2012, 7th January ,2013, and 31st January 2013

3. Audit committee

The Audit committee was set up by the Board of Directors, The terms of reference of this committee were the matters specified for Audit committee under clause 49 of the listing Agreement entered into with the Stock Exchange.

a) Details of the Audit Committee Meetings Held:

Date of Meeting No. of Members Attended

20.06.2012 Three

26.09.2012 Three

27.12.2012 Three

29.03.2013 Three

b) Constitution of the Committee and attendance of each member of the committee is given below :

Name Designation Non executive/executive Non Committee Independent/Independent Meetings Attended

Anil Kr Meharia Chairman Non Executive/Independent Four

Rajesh Kr. Routh Member Non Executive/Independent Four

Sudha Agarwalla Member Non Executive/Non Independent Four

4. Remuneration Committee:

At present the company has not constituted any remuneration committee. Details regarding remuneration to Executive and Non Executive directors along with sitting fees are given below:-

Sl. Name of Salary Other Benefits Sitting Total No. Director Allow fees -ances

01. Arun Kumar 24,00,000.00 Nil 8,141.00 Nil 24,08,141.00 Agarwalla

5. Shareholder's/Investors Grievance Committees:

The Company has constituted shareholders/Investors Grievance committee on to look into the redressed of shareholders and investors complaints. The Composition of the Committee:

Name Designation

Arun Kumar Agarwalla Chairman

Rajesh Kr. Routh Member

Sudha Agarwalla Member

No complaints have been received during the year regarding transfer of shares and/or non receipt of balance sheet etc.

6. General Body Meetings

Location, Place and time where last three Annual General Meetings were held is given below:-

Financial Location (Registered Office) Date Time Year

2011-2012 A-402, Mangalam, 29.09.2012 1.00 PM 24/26 Hemanta Basu Sarani, Kolkata-700 001

2010-2011 -do- 30.09.2011 1.30 PM

2009-2010 -do- 30.09.2010 1.30 PM

No Special Resolution was put through postal ballot or otherwise last year or it is proposed this year.

7. Disclosures

There was no transaction of material nature with the Directors or the Management or their relatives during the year. Details of transactions with any of the related parties as specified in Accounting Standard issued by the Institute or Chartered Accountants of India have been reported in the notes to the Accounts. There was no instance of non-compliance or any matters related to the capital markets during the year.

8. Means of Communication

The Annual, Half Yearly and Quarterly results are submitted to the stock exchanges in accordance with listing agreement and published in newspapers. These are not sent individually to shareholders. Management Discussion and Analysis Report is an integral part of annual report:

9. Management Discussion & Analysis Report

The Company's performance is up beating. The Company does not foresee any threat in terms of investment policy and return on instrument as such the company is taking all its offers to overcome such unforeseen threat and to exceed in the concerned fora. The management is hopeful in achieving a better result in future.

10. General Shareholders Information

a) Annual General Meeting

Date : 30th September, 2013.

Time : 1.30 PM

Venue : Registered Office; A-402, Mangalam, 24/26, Hemanta Basu Sarani, Kolkata -700 001

b) Financial year of the Company : 2012-2013.

c) Book Closure Date : 26th September, 2013 to 30th September, 2013. (Both day inclusive)

d) Dividend payment date (if any) : Not recommended

e) Listing on Stock Exchanges :

The Company has listed its shares at - Stock Exchanges as stated below:

Sl.No. Name of Stock Exchanges

01. The Calcutta Stock Exchange Association Ltd.

ISIN No. for Dematerialization of Shares : INE 563C01015

f) Market Price Data : Company's Shares are not frequently traded in any of the Stock Exchanges.

g) Registrar and share transfer Agent (for Both Physical and Dematerialized share transfers) : S.K. Infosolution Pvt. Ltd. 34/1A, Sudhir Chatterjee Street, Kolkata- 700 006.

All requests received by the Registrar and Share Transfer Agent/Company for Dematerialisation/Re- materialisation/transfer is disposed off expeditiously. Share Certificates duly endorsed are issued/transferred to all those shareholders, who opt for shares in the physical Form.

j) Dematerialization of Shares and liquidity

4691670 Equity Shares i.e 67.93% have been dematerialized upto 31st March, 2013.

Address for Correspondence:

Registered Office

A-402, Mangalam 24/26, Hemanta Basu Sarani, Kolkata 700 001 Phone: [phone] Fax : [phone] - 0835

11. Compliance of Clause 49 pertaining to mandatory requirements & Auditors Certificate on Corporate Governance:

The Company has complied with all the mandatory requirements on Corporate Governance as specified in Clause 49 of the Listing Agreement with the Stock Exchanges.

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Mar 31, 2012

Dear Shareholders

The Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accountants for the year ended 31st March, 2012.

FINANCIAL RESULTS

PARTICULARS Year ended 31st Year ended 31st March 2012 March 2011

PROFIT BEFORE TAX 120,13,987.78 322,74,222.51

Less:

Provision for taxation (23,26,007.00) (63,66,479.00)

Provision for Deferred Tax Assets (51,612.00) 108,098.00

Provision for Fringe benefit tax - -

96,36,368.78 260,15,841.51

Less: Excess (Short) Provision for Income Tax - (207,168.00)

PROFIT AFTER TAX 96,36,368.78 258,08,673.51

Balance Brought Forward 115,375,872.70 895,67,199.19

Less: Transfer to Statutory Reserve 2,48,37,274.00 -

Less: Provision against Standard Assets 2,25,748.00 -

Less: Provision against Doubtful Assets 1,19,09,710.00 -

BALANCE CARRIED TO B/S 8,80,39,509.48 115,375,872.70

DIRECTORS

Mrs Sudha Agarwalla and Mrs. Astha Loyelka, directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment

DIVIDEND

In order to consolidate the Company's financial position, your directors consider it prudent not to recommend dividend for the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public in the meaning of section 58A of the Companies Act, 1956.

EMPLOYEES

There was no employee of the Company Coming under the Purview of disclosure required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. AUDITOR'S

The Auditors of the Company, Messrs S.K. Modi & Associates, Chartered Accountants, retires at the Conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement is attached to the Annual Report.

LISTING OF SHARES

The Equity Shares of the Company are listed on The Calcutta Stock Exchange Association Ltd.

STATUTORY INFORMATION

The Company being basically in the financial section, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable.

FOREIGN EXCHANGE

The Company has no foreign exchange outflow or inflow during the year under review.

ACKNOWLEDGMENTS

Your Directors acknowledge the support and gratitude of the shareholders, Investors & Bankers. Last but not the least, your Directors place on record their sense of appropriation of the valuable contribution made by the employees of the Company.

EMPLOYER EMPLOYEE RELATIONSHIP

The company maintained a cordial relationship with its employees which resulted in smooth flow of business operations during the period under review.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with section 217(2AA) of the Companies Act, 1956 the Directors of the Company hereby state that.

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

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

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

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

Place: Kolkata For and on behalf of the Board Director Dated: August 10, 2012. Arun Kumar Agarwalla Managing Director