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Directors Report of Scintilla Commercial & Credit Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

Your directors have pleasure in presenting their Twenty-seventh Annual Report on the business and operations of Scintilla Commercial & Credit Limited (the "Company") together with the audited statement of accounts for the year ended 31st March, 2016.

Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your company as under:

(in Rs,)

Financial Result

Year Ended 31.03.2016

Year Ended 31.03.2015

Total Revenue

26657225

15191497

Profit /(Loss) Before Tax

128734

125822

Less: Tax Expenses

49532

105642

Profit /(Loss) After Tax

79202

20180

Balance carried to Balance Sheet

1437473

1379177

The consolidated performance of the group as per consolidated financial statements is as under:

(in Rs,)

Financial Result

Year Ended 31.03.2016

Year Ended 31.03.2015

Total Revenue

27604248

16014403

Profit /(Loss) Before Tax

255252

274074

Less: Tax Expenses

67883

108612

Share of Profit / (Loss) transferred to Minority Interest

45045

57587

Balance Profit / (Loss) C/F to the next year

1659894

1542739

Operating & Financial Performance

The Standalone Gross revenues increased to Rs. 26657225/- a growth of around 75.47 % against Rs. 15191497/- in the previous year. Profit before taxation was Rs. 128734/- against Rs. 125822/- in the previous year. The percentage of profit has increased by 2.31% due to increase in income from sale of shares and securities. After providing for taxation of Rs.49532/- & Rs. 105642/- respectively, the net profit of the Company for the year under review was placed at Rs. 79202/- as against Rs. 20180/- in the previous year. And,

The Consolidated Gross revenues increased to Rs. 27604248/- a growth of around 72.31 % against Rs. 16014403/- in the previous year. Profit before taxation was Rs. 255252/- against Rs. 274074/- in the previous year. The percentage of profit has decreased by 6.87% due to increase in expenditure for purchase of shares and stocks. After providing for taxation of Rs.67883/- & Rs. 108612/- respectively, the net profit of the Company for the year under review was placed at Rs. 45045/- as against Rs. 57587/- in the previous year.

Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs. 10,02,77,770. During the year under review the company has not issued any shares or any convertible instruments.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company’s operations in future.

Material Changes & Commitments occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and up to the date of this report.

Subsidiary / Joint Ventures / Associates

As on March 31, 2016, the Company had two Indian subsidiaries. During the year under review Janhit Tracom Limited has ceased to be the subsidiary, but there has been no change in the nature of business of the other two subsidiaries, In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in the prescribed format, AOC 1 is also included in the Board Report and is attached as ANNEXURE-I In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.scintilla.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at www.scintilla.co.in.

Consolidated Financial Statements

The consolidated financial statements prepared in accordance with Accounting Standard 21 - Consolidated Financial Statements forms part of this report. The Net Worth of the consolidated entity as on March 31, 2016, stood at Rs. 12,05,56,413 as against Rs. 12,16,70,227, at the end of the previous financial year.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Risk Management

Although the company has long been following the principle of risk minimization as the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Directors and Key Managerial Personnel

During the year under review, at a meeting of the Board of Directors of the Company held on 9th February, 2016, took the note of resignation of Ms Bharti Ranga from the office w.e.f 2nd February, 2016 due to her pre-occupation. Futher on the recommendation of Nomination and Remuneration Committee appointed Miss Vishakha Mundhra(DIN : 07382982) as additional independent woman non-executive director of the Company.

In accordance, with the provision of Companies Act, 2013, Mr. Jitendra Kumar Goyal (DIN : 00468744) Director of the Company retires by rotation and being eligible offers himself for reappointment. Necessary resolution for Mr. Jitendra Kumar Goyal as a managing director of the Company is included in the Notice.

Company Secretary and Compliance Officer

During the year, Mr. Rama Kant Mishra, Company Secretary, and Compliance Officer of the Company resigned from the services of the Company. The resignation was effective 1st March, 2016. Consequent to Mr. Rama Kant Mishra resignation, the Board appointed Mr. Anand Mishra as the Company Secretary, KMP and Compliance Officer of the Company with the effect from 30th April, 2016.

Declaration by Independent Director(s)

The Board of Directors hereby certifies that the Independent Directors appointed on the Board, meet the criteria pursuant to Section 149(6) of the Companies Act, 2013.

Further, all Independent Directors have furnished their Declarations meeting the criteria under Section 149(6) of the Companies Act, 2013 and Regulation 25 SEBI (Listing and Disclosure Requirement) Regulations, 2015,

Meetings of Board

During the Financial Year 2015-16 nine (9) meetings of the Board of Directors of the Company were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

Board Induction, Training and Familiarization programme for Independent Directors

At the time of appointment of the Director, a formal letter of appointment is given to him which inter-alia explains the role, functions, and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act 2013, Regulation 25 SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015, SEBI(Prohibition of Insider Trading) Regulations, 2011, the Code of Conduct of the Company and other relevant regulations. The Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the business drivers, they are updated through presentations at Board Meetings about the Financials of the company and also about the new product launches. They are also provided booklets about the business and operations of the company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

Meetings of Independent Directors

A separate meeting of the Independent Directors was held on 9th February, 2016. Mr. Vidhu Bhushan Verma was elected as the Lead Independent Director of the Company. Details of the separate meeting of the Independent Directors held and attendance of Independent Directors are provided in the Report on Corporate Governance forming part of this report.

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 to fix their remuneration. The Company’s Remuneration Policy is available on the Company''s website at www.scintilla.co.in

Directors'' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, for the year ended on 31.03.2016 and state that :

(i) (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 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 are operating effectively; and

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

Related Party Transactions

All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under Regulation 23 SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The Policy on Related Party transactions as approved by the Board has been uploaded on the Company’s Website and may be accessed at the link http://www.scintilla.co.in/policy/DOC 194281.SCC related party policy.pdf

The details of the transactions with related parties during 2015-16 are provided in the accompanying financial statements.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during the year under review.

Performance Evaluation

The Nomination and Remuneration Committee of the Company formulated and laid down criteria for performance evaluation of the Board including the Committee and the individual director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner of performance evaluation followed by the Board is provided in Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 SEBI(Listing and Disclosure Requirement) Regulations, 2015,the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Whistleblower Mechanism

Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The Company has a strong and effective Whistleblower Policy which aims to deter and detect actual or suspected misconduct

This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism. Any employee may report such incident without fear to the Vigilance Officer or alternatively to Chairman of the Audit Committee

The Audit Committee is empowered to monitor the functioning of the mechanism. It reviews the status of complaints received under this policy. The Committee has, in its Report, affirmed that no personnel have been denied access to the Audit Committee. The details of whistle blower policy is posted on the website of the Company and can be accessed at www.scintilla.co.in

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company. Listing

The shares of the Company are listed on the BSE Limited and Calcutta Stock Exchange Limited. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN allotted is INE892C01018.

Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of Capital markets to ensure better enforceability. The said regulations were effective from December

1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within Six Months from the Effective date. The Company entered into new Listing Agreement with Bombay Stock Exchange Ltd & Calcutta Stock Exchange Ltd during the financial year.

Statutory Audit

M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata, was appointed as Statutory Auditors of the Company from the conclusion of the Annual General Meeting held on 29.09.2014 until the conclusion of 28th Annual General Meeting to be held in the year 2017. The Company has received a certificate from the above 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. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

The Auditors report for fiscal 2016 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Auditor''s Certificate on Corporate Governance

As required by SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015, the auditors certificate on corporate governance is enclosed as ANNEXURE-IV to the Boards report.

Secretarial Audit

Mr. Anand Khandelia, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of the provisions of Section 204(1) of the Company Act, 2013 a Secretarial Audit Report in Form MR-3 given by Secretarial Auditor is annexed to this Report (ANNEXURE-III). The Report confirms that the Company had complied with the statutory provision listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Secretarial Audit Report doesnot contain any qualification, reservation or adverse remark.

The Report confirms that the Company had complied with the statutory provision listed under Form MR-3 and the Company also has proper board processes and compliance mechanism . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company’s website www.scintilla.co.in.

All the Board Members, the Senior Management personnel and personnel one level below the Board have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Internal Control Systems and Their Adequacy

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 in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Director.

Deposits

The Company being a Non deposit taking NBFC has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Loans, guarantees and investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The detail of the investments made by the Company are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, being an Investment Company, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earning and Outgo

There is no foreign exchange earnings and outgo during the year under review.

Extract of Annual Return

The extract of Annual Return as for the financial year 2015-2016 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is set out as an annexure to this Report. (ANNEXURE V).

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as ANNEXURE VI and forms a part of the Directors’ Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.

Provisions of Sexual Harassment

The provisions of the Sexual Harassment of Women at the work place (Prevention, Prohibition and redressal) Act, 2013 is not attracted on the Company, However the Company has a voluntary policy towards Prevention of Sexual Harassment of Women employees of the Company and has set up a mechanism for registering and prompt redressal of complaints received from all permanent and temporary employees and staffs.

Cautionary Note

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support. The Board expects to receive their continued support in the future as well.

For and on behalf of the Board of Directors

Jitendra Kumar Goyal Vidhu Bhushan Verma

Place: Kolkata Managing Director Director

Date: 30/05/2016 (DIN: 00468744) (DIN: 00555238


Mar 31, 2015

The directors have pleasure in presenting their Twenty-sixth Annual Report on the business and operations of Scintilla Commercial & Credit Limited (the "Company") together with the audited statement of accounts for the year ended 31st March, 2015.

Financial Highlights (Standalone and Consolidated)

During the year under review, performance of your company as under:

(in Rs)

Financial Result Year Ended 31.03.2015 Year Ended 31.03.2014

Total Revenue 15191497 2770268

Profit /(Loss) Before Tax 125822 621690

Less: Tax Expenses 105642 118463

Profit /(Loss) After Tax 20180 503227

Balance carried to Balance Sheet 1379177 1426796

The consolidated performance of the group as per consolidated financial statements is as under:

(in Rs)

Financial Result Year Ended 31.03.2015 Year Ended 31.03.2014

Total Revenue 16014403 3351947

Profit /(Loss) Before Tax 274074 760399

Less: Tax Expenses 108612 119233

Share of Profit / (Loss) transferred to Minority Interest 57587 62073

Balance Profit / (Loss) C/F to the next year 1542739 1502662

Operating & Financial Performance

Gross revenues increased to Rs. 15191497/- a growth of around 448.76 % against Rs. 2770268/- in the previous year. Profit before taxation was Rs. 125822/- against Rs. 621690/- in the previous year. The percentage of profit has decreased by 79.76% due to onetime exceptional expenditure towards Initial Listing Fees & Merchant Bankers Fees. After providing for taxation of Rs.105642/- & Rs. 118463/- respectively, the net profit of the Company for the year under review was placed at Rs. 20180/- as against Rs. 503227/- in the previous year.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Statutory & Legal Matters

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company's operations in future.

Material Changes & Commitments occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and up to the date of this report.

Subsidiary / Joint Ventures / Associates

As on March 31, 2015, the Company had three Indian subsidiaries. There has been change in the number of subsidiaries but there has been no change in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in the prescribed format, AOC 1 is also included in the Board Report and is attached as Annexure I. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.scintilla.co.in. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at www.scintilla.co.in.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs. 10,02,77,770. During the year under review the company has not issued any shares or any convertible instruments.

Risk Management

Although the company has long been following the principle of risk minimization as the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Board of Directors

In accordance with the provisions of Companies Act, 2013 Ms. Bharti Ranga (DIN: 06864738), Director of the Company retires by rotation and being eligible offers herself for re-appointment.

At the 25th Annual General Meeting of the company held on 29th September, 2014 the Company had appointed Mr. Manoj Kumar Mundhara (DIN: 00097325) and Mr. Vidhu Bhushan Verma (DIN: 00555238) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto September, 2019.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

Meetings of Board and Audit Committee

During the Financial Year 2014-15 ten (10) meetings of the Board of Directors of the Company and four (4) Audit Committee meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

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 to fix their remuneration. The Company's Remuneration Policy is available on the Company's website at www.scintilla.co.in

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on 31.03.2015 and state that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 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 are operating effectively; and

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

Related Party Transactions

All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under Clause 49 of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. The Policy on Related Party transactions as approved by the Board has been uploaded on the Company's Website and may be accessed at the link http://scintilla.co.in/related- party-policy.

The details of the transactions with related parties during 2014-15 are provided in the accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.

Key Managerial Personnel

Mr. Jitendra Kumar Goyal, Managing Director was formally appointed as Key Managerial Personnel,

Mr. Pankaj Marda was appointed as the Chief Financial Officer, Key Managerial Personnel w.e.f. 31/03/2015 and Ms. Swati Sharma, Company Secretary was appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 w.e.f. 2nd May, 2014 and she resigned on 13th February 2015, no other Key Managerial Person has been appointed or retired or resigned during the year under review.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Corporate Governance

Report on Corporate Governance along with the certificate thereon as obtained from M/s. S. K. Rungta & Co., Chartered Accountants is separately attached as Annexure II and forms a part of the Directors' Report.

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company's website www.scintilla.co.in

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the BSE Limited and The Calcutta Stock Exchange Limited. The Company's shares are compulsorily traded in the dematerialized form. The ISIN allotted is INE892C01018.

Statutory Audit

M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata, were appointed as Statutory Auditors of the Company from the conclusion of the Annual General Meeting held on 29.09.2014 until the conclusion of 28th Annual General Meeting to be held in the year 2017. The Company has received a certificate from the above 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. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Secretarial Audit

Mr. Anand Khandelia, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Qualification remarks were given are mentioned below:

a) The Company has received a notice from ROC which has been resolved now.

The Secretarial Audit Report for Financial Year 2014-15 forms a part of the Director Report is attached here as Annexure III.

Internal Control Systems and Their Adequacy

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 in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Director.

Deposits

The Company being a Non Banking Financial Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Loans, guarantees and investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The detail of the investments made by the Company are given in the notes to the financial statements.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, being an Investment Company, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earning and Outgo

There is no foreign exchange earnings and outgo during the year under review.

Extract of Annual Return

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

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure V and forms a part of the Directors' Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

For and on behalf of the Board of Directors

Jitendra Kumar Goyal Vidhu Bhushan Verma

Place: Kolkata Managing Director Director

Date: 30/05/2015 (DIN: 00468744) (DIN: 00555238)


Mar 31, 2014

The Members

The Directors have pleasure in submitting their 25th Annual Report together with the audited accounts for the year ended on March 31, 2014.

STANDALONE FINANCIAL RESULTS

2013 - 2014 2012 - 2013 (Rupees) (Rupees)

Total Income 2770268 2859724

Less: Total Expenditure 2148578 781246

Profit before Tax 621690 2078478

Less: Taxation 118463 396054

Profit after Tax 503227 1682424

Transfer to Special Reserve 100645 336485

Transfer from/(to) Contingent Provisions 88517 (55671) against Standard Assets

Balance brought forward from Previous year 935697 (354572)

Balance transferred to Balance Sheet 2040347 935697

CONSOLIDATED FINANCIAL RESULTS 2013 - 2014 2012 - 2013 (Rupees) (Rupees)

Total Income 3351947 2859724

Less: Total Expenditure 2591548 1218267

Profit before Tax 760399 1641457

Less: Taxation 119233 396054

Profit after Tax 641166 1245403

Share of (Profit)/Loss transferred to Minority (62073) 196659

Interest Profit for the year 579093 1442063

DIVIDEND

Your Directors have decided to retain the profits of the Company and therefore, do not recommend any dividend for the Financial Year ended on March 31, 2014.

OPERATION OF THE COMPANY

During the year under review the Companies Total Income has decreased from Rs. 28,59,724/- to Rs. 27,70,268/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

CHANGE IN COMPANIES ACT

The Companies Act, 2013 (''the Act'') and the rules made thereunder has come into being replacing the existing Companies Act, 1956 and a large portion of the Act has already become effective. The Company has already formed/renamed various Committees of the Board in

accordance with the requirements of the Act. The Terms of reference for various Committees of the Board have also been modified and adopted as per the provisions prescribed in the Act. Your Company is taking necessary steps to ensure compliance with the requirements of the new Act.

The Ministry of Corporate Affairs has vide General Circular 08/2014 No. 1/19/2013-CL-V dated 4th April, 2014 notified that the Financial Statements and documents required to be attached thereto, Directors Report and Auditors Report in respect of the Financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions of the Companies Act, 1956 and the rules made thereunder. Consequently the Financial Statements, Directors Report & Auditors Report for the financial year 2013-14 have been prepared in accordance with the provisions of the Companies Act, 1956 and appropriate references have been made in respect of the Act wherever required.

ANNUAL LISTING FEES

The Company''s shares continue to be listed at The Calcutta Stock Exchange Limited. The Annual Listing fee for the year 2014-15 has been paid to the Stock Exchange.

LISTING OF SHARES ON BSE

Our Company has applied for listing of its shares on Bombay Stock Exchange in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, Companies Act, 1956, Guidelines issued by SEBI and Rules, Bye-laws and Regulations of BSE.

To avail all the benefits and advantages, the Company is complying with all the requirements of BSE as and when required to get its shares listed on BSE also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of above information is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no foreign exchange earnings and outgo during the year under review DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that 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 or loss of the company for that period;

iii) that 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) that the directors have prepared the annual accounts on a going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS

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

As per clause 49 of the Listing Agreement, entered into with the Stock Exchange, Corporate governance Report and Auditors'' Certificate thereon are attached and form part of this report.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchange are complied with. A detailed report on Corporate Governance has been included in this report along with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. Further, pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, "Management Discussion and Analysis" report is given separately forming part of this Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Ms. Bharti Ranga (DIN- 06864738) who was appointed by the Board as an Additional Director with effect from 09.05.2014 in terms of Section 161(1) of the Companies Act'' 2013 and whose term of office expires at the forthcoming Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director, be appointed as a Director of the Company whose period of office shall be liable to determination by retirement of Directors by rotation.

As per the provisions of the Companies Act'' 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Manoj Kumar Mundhara (DIN- 00097325) and Mr. Vidhu Bhushan Verma (DIN- 00555238) as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of 25th Annual General Meeting subject to approval of the Members of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence under the Companies Act, 2013.

Accordingly, the Board recommends the appointment of aforesaid existing Directors as Independent Directors of the Company w.e.f April, 2014.

During the year under review, Mr. Amar Nath Singh relinquished the post of Director. Your Company places on record its high appreciation of the valuable services rendered by Mr. Amar Nath Singh during his tenure as Director of the Company.

Mr. Navin Kumar Sharma, who was appointed as a Managing Director on 01/08/2009 resigned from the services of the Company on September 30, 2013.The Board places on record its deep appreciation of the commendable performance and significant contribution made by Mr. Navin Kumar Sharma during his tenure as Director of the Company.

Mr. Vidhu Bhushan Verma was appointed as a Director of the Company on September 30, 2014.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for a period of three years i.e upto the conclusion of the 28th Annual General Meeting of the Company to be held in the year 2017. The Company has received their consent letters and certificates to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

AUDITORS'' REPORT

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further clarification under section 217(3) of the Companies Act, 1956.

SECRETARIAL AUDITORS

In terms of Section 204 of the Company Act, 2013 the Board at its meeting held on 30th May, 2014 has appointed Mr. Anand Khandelia, practicing Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of the Company for Financial year 2014-15.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits as defined under Section 58A of the Companies Act'' 1956.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

SUBSIDIARIES

As per general exemptions granted vide Government of India, Ministry of Corporate Affairs'' general circular no. 2/2011 dated 8th February, 2011, the Company has not attached the annual accounts of its subsidiaries to this Annual Report. As required by the said circular, the relevant information for each subsidiary has been disclosed in the consolidated financial statements attached to this Annual Report.

The Company will make available the annual accounts of subsidiaries and the related information to any Member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any Member of the Company at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statement of the Company and its subsidiary Jaimatarani Merchants Limited and Mericogold Trading Limited, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" notified pursuant to the Companies (Accounting Standard) Rules, 2006, form part of this Annual Report.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company''s Clients, Shareholders, Bankers and all others associated with the Company for their continued Support.

By Order of the Board of Directors For Scintilla Commercial & Credit Limited

Place : Kolkata Jitendra Kumar Goyal Date : 30.05.2014 Managing Director (DIN 00468744)


Mar 31, 2013

The Members

The Directors have pleasure in submitting their 24th Annual Report together with the audited accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

2012 - 2013 2011 - 2012 (Rupees) (Rupees)

Total Income 2859724 296219

Less: Total Expenditure 781246 292752

Profit before Tax 2078478 3467

Less: Taxation 396054 1072

Profit after Tax 1682424 2395

Transfer to Special Reserve 336485 479

Transfer to Contingent Provisions against Standard Assets 55671 42754

Balance brought forward from Previous year (354572) (313733)

Balance transferred to Balance Sheet 935697 (354572)

DIVIDEND

Your Directors have decided to retain the profits of the Company and therefore, do not recommend any dividend for the Financial Year ended on March 31, 2013.

OPERATION OF THE COMPANY

During the year under review the Companies Total Income has increased from Rs. 2,96,219/- to Rs.28,59,724/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of above information is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no foreign exchange earnings and outgo during the year under review

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that 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 or loss of the company for that period;

iii) that 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) that the directors have prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE:

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report. A certificate from Auditors of the Company on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also annexed.

PARTICULARS OF EMPLOYEES:

There is no employee falling under the Provisions of Section 217(2A) of the Companies Act. 1956. DIRECTORS

Sri Jitendra Kumar Goyal, Director who retires by rotation and being eligible, offers himself for re- appointment.

AUDITORS

The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for the next term.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company''s Clients, Shareholders, Bankers and all others associated with the Company for their continued Support.

By Order of the Board of Directors For Scintilla Commercial & Credit Limited

Place : Kolkata Navin Kumar Sharma J. K. Goyal Date : 30.05.2013 Managing Director Director


Mar 31, 2012

The Members

The Directors have pleasure in submitting their 23 rd Annual Report together with the audi accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS

2011 - 2012 2010 - 2011 (Rupees) (Rupees)

Total Income 296219 557165

Less: Total Expenditure 292752 553316

Profit before Tax 3467 3849

Less: Taxation 1072 1190

Profit after Tax 2395 2659

Transfer to Special Reserve 479 532

Transfer to Contingent Provisions against 42754 57154 Standard Assets

Balance brought forward from Previous year (313733) (258706)

Balance transferred to Balance Sheet (354572) (313733)

DIVIDEND

The Company has inadequate profit during the year under review and therefore, your Directors expressed their inability to recommend any dividend for the year ended on March 31, 2012.

OPERATION OF THE COMPANY

During the year under review the Companies Total Income has decreased from Rs. 5,57,165/- to Rs.2,96,219/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The disclosure of above information is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no foreign exchange earnings and outgo during the year under review

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that 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 or loss of the company for that period;

iii) that 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) that the directors have prepared the annual accounts on a going concern basis. CORPORATE GOVERNANCE:

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report. A certificate from Auditors of the Company on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also annexed.

PARTICULARS OF EMPLOYEES:

There is no employee falling under the Provisions of Section 217(2A) of the Companies Act. 1956. DIRECTORS

Sri Navin Kumar Sharma, Managing Director who retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

The Statutory Auditors of the Company, M/s. S. K. Rungta & Co., retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment for the next term.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 is annexed herewith.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Company''s Clients, Shareholders, Bankers and all others associated with the Company for their continued Support.

By Order of the Board of Directors for Scintilla Commercial & Credit Limited

Sd/- Sd/- Place : Kolkata Navin Kumar Sharma J. K. Goyal Date : 30.06.2012 Managing Director Director


Mar 31, 2011

The Members

The Directors have pleasure in submitting their 22nd Annual Report together with the audited accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS

2010-2011 2009-2010 (Rupees) (Rupees)

Total Income 761415 122834495

Less: Total Expenditure 7610302 22790472

Profit before Tax 3849 44023

Less: Taxation j 1190 6801

Profit after Tax 2659 37222

Income Tax for earlier year - 10852

Transfer to Special Reserve 532 7444

Transfer to Contingent Provisions against Standard Assets 57154 -

Balance brought forward from Previous year (258706) (277632)

Balance transferred to Balance Sheet (313733) (258706)

Dividend

The Company has inadequate profit during the year under review and therefore, your Directors expressed their inability to recommend any dividend for the year ended on March 31, 2011.

Operation of the Company

During the year under review the Companies Total Income has decreased from Rs. 2,28,34,495/- to Rs.76,14,151/-. Your Directors feel that barring unforeseen circumstances the Capital Market and Money Market should improve and accordingly, the performance of the Company should be better.

Conservation of Energy, Technology Absorption

The disclosure of above information is not applicable to the Company.

Foreign Exchange Earnings & Outgo

There is no foreign exchange earnings and outgo during the year under review

Directors Responsibility Statement

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) that 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 or loss of the company for that period;

iii) that 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) that the directors have prepared the annual accounts on a going concern basis. Corporate Governance:

Report on the Corporate Governance as prescribed by the Listing Agreement is annexed and forms part of Annual Report. A certificate from Auditors of the Company on compliance of the provisions of Corporate Governance as mentioned in the Listing Agreement is also annexed.

Particulars of Employees:

There is no employee falling under the Provisions of Section 217(2A) of the Companies Act. 1956. Directors

Sri Navin Kumar Sharma, Managing Director who retires by rotation and being eligible, offers himself for re-appointment.

Auditors

M/s. S. K. Rungta & Co., Chartered Accountants, were appointed as the Auditors of the Company in place of M/s R. K Periwal & Co., Chartered Accountants, for the Financial Year 2010-2011. M/s. S. K. Rungta & Co., Chartered Accountants, the retiring Auditors have expressed their willingness to be re-appointed.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 9BB of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 is annexed herewith.

Acknowledgement

The Board of Directors would like to thank the Company''s Clients, Employees, Shareholders, Bankers and all others associated with the Company for their continued Support.

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