Directors Report of Shri Kalyan Holdings Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their 23rd Annual Report together with the Audited Annual Financial Statements of the Company for the year ended March 31,2015.

1. FINANCIAL HIGHLIGHTS: {Amount in Rs.}

Particulars Financial Year Financial Year 2014-15 2013-14

Net Profit/(Loss) before Tax (76,99,972) (9,670,004)

Less : Provision for Tax - -

Deferred Tax (163,200) 1,43,676

Prior period Adjustments - -

Fringe Benefit Tax - -

Profit/(Loss) after Tax (75,36,772) (9,813,680)

Balance Profit/(Loss) b/f (25,867,254) (16,053,574)

Additional Depreciation as per Schedule II of the Companies Act, 2013 (2,16,202) -

Balance carried to Balance Sheet (33,620,228) (25,867,254)

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. OPERATIONS AND COMPANY'S AFFAIRS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

The highlights of the Company's performance are as under:

* Net Profit/ (Loss) before Tax decreased by 20.37% to Rs. 76,99,972/- from the last F.Y.

* Profit/ (Loss) after Tax decreased by 23.20% to Rs. 75,36,772/- from the last F.Y.

3. DIVIDEND:

In view of the continued losses incurred including the losses for the financial year under report, your Directors regret their inability to recommend any Dividend for the year ended March 31,2015.

4. CAPITAL STRUCTURE:

During the FY 2014-15 there is no change in capital structure of the Company and paid up share capital of the Company stands at Rs. 9,98,77,500/- (Rupees Nine Crore Ninety Eight Lac Seventy Seven Thousand and Five Hundred).

5. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2014-15, the Board of Directors of the Company met 10 (ten) times on 29th April, 2014, 28th May, 2014, 29th July, 2014, 13th November, 2014, 16th January, 2015, 07th February, 2015, 13th February, 2015, 02nd March, 20150, 09th March, 2015 and 14h March, 2015.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

6. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the company viz. Mr. Virat Dewan, Mrs. Priyanka Patni and Mr. Devandra Kumar Patni, have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Mrs. Priyanka Patni (DIN: 00556339) was appointed as an additional director of the Company w.e.f. 28.05.2014 and was regularized as a Woman Independent Director of the company in the AGM held on 31.07.2014.

During the year, Mr. Ashok Kumar Jain was appointed as Chief Financial Officer (CFO) of the Company, pursuant to Section 203 of the Companies Act, 2013 read with the rules made there under.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company's Articles of Association, Mr. Jinendra Kumar Jain (DIN: 00168251), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for reappointment.

8. TRANSFER TO RESERVES:

Our Company is a Non-Banking Finance Company registered with Reserve Bank of India (RBI); hence it has to make a provision for standard assets at 0.25% of the outstanding standard assets in accordance with the provisioning norms of RBI i.e. Rs. 136550/- for the financial year 2014-15 and transfer the amount to special reserve fund.

9. NOMINATION & REMUNERATION POLICY:

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure "I".

10. AUDITORS:

* Statutory Auditors

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 100990W) have been appointed as Statutory Auditors of the company at the last AGM held on 31.07.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members.

The company has received letter from M/s. Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

* Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur (FRN: 2277) as Secretarial Auditor of the Company to carry out the secretarial audit of the company for the F.Y 2014-15. The Secretarial Audit Report is annexed herewith as Annexure "II".

The Secretarial Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

The board has also re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the F.Y. 2015-16.

* Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board has appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company to carry out the internal audit of the company for the F.Y. 2014-15.

The Internal Audit report for the financial year ended 31 March, 2015 is self explanatory and does not call for any further comments.

The board has also re-appointed M/s Shah Surendra & Associates, Chartered Accountants, Jaipur as Internal Auditor of the Company for the F.Y. 2015-16.

11. LOANS AND INVESTMENTS BY THE COMPANY:

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Finance company in the ordinary course of its business are exempted from disclosure in the Annual Report.

12. RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure "III" to this Report.

13. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.shrikalyan.com.

The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31,2015.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Material Changes And Commitments, there are no such material changes and commitments which affecting the financial position of the company.

15. EXTRACT OF THE ANNUAL RETURN:

The extract of the Annual Return in form MGT 9 as on the for the financial year ended 31st March, 2015 is annexed herewith as Annexure "IV".

16. RISK MANAGEMENT:

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all repricing mismatches and other interest rate sensitive positions.

17. POSTAL BALLOT:

During the year under review, Special Resolutions for authorizing the Board for the following and as contained in the Notice to shareholders dated 14.03.2015 were approved by the shareholders of the Company by way of postal ballot:

1. To make loans, investments, guarantees and securities in other bodies corporate u/s 186 of the Companies Act, 2013 upto a sum of Rs. 100,00,00,000 (Rupees One Hundred Crores Only).

2. To borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 100,00,00,000 (Rupees One Hundred Crores only).

3. To sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s) and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013 to secure borrowings of the company upto a sum of Rs.100,00,00,000(Rupees One Hundred Crores only).

4. To keep all the statutory registers and copies of annual return etc., at the corporate office of the Company situated at B-19, Lal Bahadur Nagar East, Behind Kesar Kothi, J.L.N. Marg, Jaipur-302017 (Rajasthan) u/s 94 of the Companies Act, 2013.

CS Manoj Maheshwari, FCS; 3355, Practicing Company Secretary, Jaipur was appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility was also made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing agreement for postal ballot process. However, none of the shareholders utilized the option.

Details of voting are as follows:

Item No. 1: Special Resolution pursuant to Section 186 and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 2: Special Resolution pursuant to Section 180(1) (c) and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 3: Special Resolution pursuant to Section 180(1) (a) and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force)

Item No 4: Special Resolution pursuant to Section 94 and other applicable provisions, if any, of the Companies Act 2013 (including any statutory modification (s) or re-enactment(s) thereof for the time being in force).

18. EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/ KMP/ INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as their presence, leadership, level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

20. FIXED DEPOSITS:

The Company has not invited, accepted or renewed deposits from public within the meaning of Section 73 of the Companies Act, 2013, read with The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

21. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on ‘conservation of energy and technology absorption.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

22. COMPOSITION OF AUDIT COMMITTEE:

Composition

The Audit Committee comprises of three Directors, two of whom are Non-Executive, Independent Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

The constitution of the Audit Committee of Directors is as under:

Names of Members Designation

Mr. Devendra Kumar Patni DIN: 01647627 Chairman - Independent, Non-Executive

Mr. Virat Dewan DIN: 00155356 Member - Independent, Non-Executive

Mr. Rajendra Kumar Jain DIN: 00168151 Member - Executive

Terms of Reference:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditor's report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) The role of Audit Committee shall inter alia include the roles as prescribed in clause 49 of the listing agreement.

23. LISTING OF SECURITIES:

The equity shares of the company are listed with the BSE Limited and the listing fee for the year 2015-16 has been duly paid.

Scrip Code: 532083

24. ESTABLISHMENT OF VIGIL MECHANISM:

As per Section 177 of the Companies Act, 2013, a Vigil Mechanism has been established 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 Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.shrikalyan.com

Company has established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of Vigilance Officer are as under:

Name: Shri Devendra Kumar Patni, Independent Director Address: 8/283, Vidhyadhar Nagar, Jaipur-302012 (Raj.) Email: [email protected]

25. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for our Company.

Consequently Management Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not form part of the Annual Report for the Financial Year 2014-15.

26. EQUAL OPPORTUNITY TO ALL THE EMPLOYEES:

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company's commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

27. REMUNERATION RELATED DETAILS:

A. None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

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

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

* in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

* the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

* the Directors had 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;

* the directors had prepared the annual accounts on a going concern basis;

* 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; and;

* the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

30. ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

PLACE: JAIPUR BY ORDER OF THE BOARD OF DIRECTORS DATE: 28TH MAY, 2015 SD/- RAJENDRA KUMAR JAIN DIN:00168151 CHAIRMAN AND WHOLE TIME DIRECTOR

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Mar 31, 2013

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Annual Accounts of the Company for the year ended March 31st, 2013.

1. FINANCIAL HIGHLIGHTS: .

(Rs.)

Financial Year Financial Year

Particulars 2012-2013 2011-2012

Net Profit/(Loss) before Tax (7009837) 1006385

Less: Provision for Tax - 948162

Deferred Tax 152400 179418

Prior period Adjustments - -

Fringe Benefit Tax - -

Profit/(Loss) after Tax (7162237) (121195)

Balance Profit/(Loss) b/f (8891336) (8770141)

Balance carried to Balance Sheet (16,053,574) (8891336)

Previous year figures have been re-grouped and rearranged wherever considered necessary.

2. DIVIDEND:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31,2013.

3. CAPITAL STRUCTURE

During the FY 12-13 there is a change in capital structure of the Company due to Forfeiture as under:-Paid up share capital of the Company stands at Rs. 9,97,45,000/- instead of Rs.100010000 in Previous Year.

4. OPERATIONS:

The Company''s performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

5. DIRECTORS:

During the year Mr. Sanjay Godhaand Mrs. Priyanka Patni has resigned from the Directorship of the Company w.e.f. 25.05.2012 and 28.07.2012 respectively. Board of Directors wish to place on record their sincere appreciation for the contributions made by them, during their tenure as a Director of the Company.

During the year Mr. Devendra Kumar Patni was appointed as an additional director of the Company w.e.f. 25.05.2012 and was regularized in the Annual General Meeting held on 31.07.2012.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Devendra Kumar Patni and Mr. Virat Dewan are liable to retire by rotation and being eligible offer themselves for reappointment. Directors recommend their re-appointment.

In terms of the provisions of Companies Act, 1956 Mr.Alkesh Patni who was appointed as a Director of the Company w.e.f 01.09.2011 pursuant to section 262 of the Companies Act, 1956 to fill the casual vacancy caused by the resignation of Shri Vikram Singh Meena who holds office up to the date to which the director in whose place he is appointed would have held office if it had not been vacated. His appointment as an Ordinary Director of the Company is placed before the members for consideration.

6. DEMAT CONNECTIVITY WITH NSDLAND CDSL:

Company is having DEMAT connectivity with both the depositories.

7. REGISTRAR AND SHARE TRANSFERAGENT:

M/s Beetal Financial & Computer Services Pvt. Ltd., New Delhi, is acting as Registrar & Share Transfer Agent of the company for physical share transfers and Demat connectivity with CDSL/NSDL and all matters connected thereto.

8. POSTAL BALLOTS:

There is no Postal Ballot proceeding during the financial year 2012-13.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirmed that:

i. in the preparation of annual accounts for the Financial year 2012-2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimated 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. the Directors had 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 annual accounts are prepared on a going concern basis.

10. LISTING OF SHARES

Your Company''s shares are listed at Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited and the listing fee for the year 2013-14 has been duly paid.

11. FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

12. PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year. The Company''s auditor had certified the same.

13 CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of Insider Trading , the company has formulated and implemented a compressive Code of Conduct for prevention of Insider Trading by its management and employees. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of the Company.

14. AUDITOR''S REPORT:

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received a letter from M/s Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to Accounts.

15. CORPORATE GOVERNANCE:

The Company considers Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholder value. It has implemented all the provisions of Corporate Governance as stipulated under Clause 49 of the listing agreement with all the stock exchanges, where the Company is listed. It has always been a constant endeavor of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. Aseparate section on Corporate Governance along with a certificate from the Auditors of the Company, certifying compliance with stipulations of Clause 49 of listing agreement with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company''s commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being. Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

16 PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

17. ACKNOWLEDGEMENT :

The Board of Directors wish to place on record its sincere appreciation for due co-operation received from the Company''s Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to The employees at all levels for their continued support.

Place: Jaipur FOR AND ON BEHALF OF

Date : 22nd May. 2013 BOARD OF DIRECTORS

Sd/-

RAJENDRA KUMAR JAIN

CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their 20thAnnual Report together with the Audited Annual Accounts of the Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS: (Rs.)

Particulars Financial Year Financial Year 2011-12 2010-11

Net Profit/(Loss) before Tax 10,06,385 1,07,634

Less : Provision for Tax 9,48,162 3,63,000

Deferred Tax 1,79,418 (1,03,369)

Prior period Adjustments - (1,420)

Fringe Benefit Tax - -

Profit/(Loss) after Tax (1,21,195) (1,50,577)

Balance Profit/(Loss) b/f (87,70,141) (86,19,564)

Balance carried to Balance Sheet (88,91,336) (87,70,141)

DIVIDENDS:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31, 2012.

OPERATIONS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

DIRECTORS:

During the year Mr. Vikram Singh Meena has resigned from the Directorship of the Company w.e.f. 01/09/2011. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as a Director of the Company. Also the Board of Directors has appointed Mr. Alkesh Patni to fill the said casual vacancy at the Board Meeting held on 01/09/2011.

During the year Ms. Gopali Devi Meena has resigned from the Directorship of the Company w.e.f. 01/09/2011. Board of Directors wish to place on record their sincere appreciation for the contributions made by her, during her tenure as a Director of the Company. Also the Board of Directors has appointed Ms. Priyanka Patni to fill the casual vacancy at the Board Meeting held on 01/09/2011.

Mr. Sanjay Godha has resigned from the Directorship of the Company w.e.f. 25/05/2012. Board of Directors wish to place on record their sincere appreciation for the contributions made by him, during his tenure as a Director of the Company. Also the Board of Directors has appointed Mr. Devendra Kumar Patni, FCA, as an additional director w.e.f. 25/05/2012.

In terms of the provisions of Companies Act, 1956 Mr. Devendra Kumar Patni hold office until the date of ensuring Annual General meeting. His appointment as an Ordinary Director of the Company is placed before the members for consideration.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Ms. Priyanka Patni and Mr. Alkesh Patni are liable to retire by rotation and being eligible offer themselves for reappointment. Directors recommend their re-appointment.

SHIFTING OF REGISTERED AND CORPORATE OFFICE OF THE COMPANY:

During the Financial year, the Company has shifted its Corporate office from 364, Akron Ka Rasta Kishan Pole Bazar Jaipur 302001, Rajasthan to D-25, Lal Bahadur Nagar East, J.L.N. Marg, Jaipur 302017, Rajasthan.

During the Financial year, the Company has shifted its Registered Office outside the local limits of the city by way of postal ballot from 104, Jamna Das Building, Opp. Shapoorji Palanji Bungalow, Walkeshwar Road, Mumbai400006 to Saptashrungi Apartment, Flat No.-1, Ground Floor, Plot No. 282A & 285, Sarsole, (G.E.S), Sector-6, Nerul (W), Navi Mumbai- 400 706.

DEMAT CONNECTIVITY WITH NSDLAND CDSL:

During the Financial Year, the Company initiated for DEMAT connectivity with NSDL and CDSL. Pursuant to this, at present, the Company has DEMAT connectivity with both the depositories.

REGISTRAR AND SHARE TRANSFER AGENT:

During the Financial year, the Company got itself registered with M/s Beetal Financial & Computer Services Pvt. Ltd., New Delhi, for acting as Registrar & Share Transfer Agent of the company for physical share transfers and Demat connectivity with CDSL/NSDL and all matters connected thereto.

POSTAL BALLOTS :

1. A Special Resolution for authorizing the Board of Directors to make/provide the investments, loans, guarantees, securities to the body corporates u/s 372A of the Companies Act, 1956 and upto a sum of Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) as contained in a Notice to the Shareholders dated 20th October, 2011 was passed during the year under a Postal Ballot. CS Manoj Maheshwari, Jaipur was appointed as the Scrutinizer for the Postal Ballot process.

Details of voting are as follows:

No. of No. of Total Votes No. of shareholders Shares Votes in favour

13 4,758,400 4,758,400 4,758,400



No. of No. of Votes Invalid Votes shareholders against

13 NIL NIL

The procedure prescribed under Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by the Chairman at the registered office of the Company on 14thDecember, 2011 and advertised in the newspapers.

2. Special Resolutions for:

1. Appointment of Mr. Rajendra Kumar Jain, as Chairman of the Company w.e.f. 1st January, 2012 for a period of five years;

2. Appointment of Mr. Bhupendra Kumar Jain, as Managing Director of the Company w.e.f. 1st January, 2012, for a period of five years;

3. Appointment of Mr. Jinendra Kumar Jain, as Executive Director of the Company w.e.f. 1st January, 2012 for a period of five years;

4. Shifting of Registered office outside the local limits of the city u/s 146 of the Companies Act, 1956.

as contained in Notice to the Shareholders dated 31st January, 2012 were passed during the year under a Postal Ballot. CS Manoj Maheshwari, Jaipur was appointed as the Scrutinizer for the Postal Ballot process.

Details of voting are as follows:

No. of No. of Total Votes No. of shareholders Shares Votes in favour

13 4,758,400 4,758,400 4,758,400



No. of No. of Votes Invalid Votes shareholders against

13 NIL NIL

The procedure prescribed under Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 has been followed for the Postal Ballot conducted during the year for the resolution mentioned above. The result of the Postal Ballot was announced by Mr. Rajendra Kumar Jain, Chairman of the Company, on 20thMarch, 2012 and advertised in the newspapers.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217(2AA):

i. that in the preparation of annual accounts for the Financial year 2011-2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 had 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 annual accounts are prepared on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

AUDITORS AND AUDITORS' REPORT :

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company had received letter from M/s Banshi Jain & Associates, Chartered Accountants, Mumbai to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the Act.

The qualifications/observations of the Auditors are self-explanatory and have been explained/clarified wherever necessary in appropriate notes to Accounts.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers, Government, Advisors, Shareholders etc. The Directors are also thankful to the employees at all levels for their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

RAJENDRA KUMAR JAIN CHAIRMAN

Place: Jaipur Date: 25th May, 2012

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Mar 31, 2011

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2011.



FINANCIAL HIGHLIGHTS: (Rs.)

31/03/2011 31/03/2010 Net Profit/(Loss) before Tax 1,07,633 16,37,993 Less: Provision for Tax 3,63,000 4,21,000 Deferred Tax 1,03,369 67,670

Fringe Benefit Tax - -

Profit/(Loss) after Tax (-1,50,578) 11,49,323 Balance Profit/(Loss) b/f (86,19,564) (97.68,887) Balance carried to Balance Sheet (87,70,142.03) (86,19,564)

DIVIDENDS:

In view of losses incurred during the year, your Directors regret their inability to recommend any Dividend for the year ended March 31, 2011.

OPERATIONS:

The Company's performance suffered a set-back in the year, largely on account of the prolonged sluggishness in the Financial Services Sector.

DIRECTORS:

Mr. Jinendra Jain and Mr. Rajendra Kumar Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217(2AA):

i. That in the preparation of annual accounts for the Financial year 2010-2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimated 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 Director had 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 annual accounts are prepared on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to the conservation of energy and technology absorption is not being given, since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and outgo is reported to be Nil during the financial year.

AUDITORS:

M/s Banshi Jain & Associates, Chartered Accountants, Mumbai, retire at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

PARTICULARS OF EMPLOYEES:

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Company's Bankers. The Directors are also thankful to the employees at all levels for their continued support.

For and on behalf of the Board of Directors

JINENDRA JAIN RAJENDRA JAIN

DIRECTOR DIRECTOR





Place : Mumbai

Date : 18/08/2011

REGISTERED OFFICE :

104, Jamna Das Building,

Opp. Sharpoorji Palanji Bungalow,

Walkeshwar Road,

Mumbai - 400 006

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Mar 31, 2010

The Director have pleasure in presenting their 18th Annual Report together with the Audited Accounts of the Company for the year ended March 31 2010

FINANCIAL HIGHLITS 31/03/2010 31/03/2009

Net Profit / (Loss) before tax 16,37,993 32,39,268

Less : Provision for Tax 4,21,000 8,40,364

Deferred Tax 67,670 (25,383)

Fringe Benefit Tax - 1,18,030

Profit /(Loss)after tax 11,49,323 23,06,257

Balance Profit/(Loss)b/f (97,68,887) (1,20,75,776)

Balance Carried to Balance Sheet (86,19,564) (97,68,887)

DIVIDENDS

In view of loss your Directors regret their inability to recommend any Dividend for the year ended March 31 2010

DIRECTORS

Mr. Vicar Singh Mena and Mr. Virat Dean retire by rotation at the forth coming Annual Meeting and being eligible offer themselves for re-appointment

DIRECOTRS RESPONSIBILITY STATEMENT AS REQUIRED PURSUANT TO SECTION 217 (2AA)

i. the in the preparation of annual accounts for the Financial year 2009-2010 the applicable accounting standers had been followed along with proper explanation relating to material departures ;

ii.that the Director has selected such accounting policies and applied them consistently and made judgment and estimated 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 had 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 annual accounts are prepared on a going concern basis

FIXED DIPOSOTS :

The Company has not accepted deposits from public with in the meaning of section 58 A of the Companies Act 1956 read with the Companies (Acceptance of Deposits) Rules 1975

PARTICULARS REGARDING CONSEVATIONS OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUR GO

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules 1988 relating to the conservation of energy and technology absorption is not being given since the Company is not engaged in any manufacturing activity.

Foreign exchange earnings and out go is reported to be Nil during the financial year AUDITORS

M/s Banish Jain & Associates Chartered Accountants Mumbai retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment

CORPORATE GOVERNANCE ;

Pursuant to clause 49 of the Listing Agreement a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of corporate Governance are annexed to the Directors Report

PARTICULARS OF EMPLOYEES ;

The Company has no employees of the specified categories under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of employees ) Rules 1975 as amended up to date

ACKNOWLEDGEMENTNS

The Board of Directors wishes to place on record its sincere appreciation for due co-operation received from the Companies Bankers The Directors are also thankful to the employees at all levels for their continued support .



For and on behalf of the Board of Directors

Place : Mumbai JINENDRA JAIN RAJENDRA JAIN

Date : 01/09/2010 DIRECTOR DIRECTOR

REGISTERED OFFICE

104 Jana Das Building

Opp. Shapoorji Polanyi Bungalow

Walkeshwar Road

Mumbai - 400006