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Directors Report of Som Datt Finance Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31.03.2015 31.03.2014

Gross Total Income 111.13 117.71

Profit / Loss before Depreciation & Taxation 31.74 43.53

Less: Depreciation 1.36 1.07

Profit Before tax 30.38 42.46

Less: Provision for Income Tax 4.20 1.94

Less: Short Provision for earlier years 9.05 0.00

Add: Provision for Deferred Tax -0.02 0.14

Net Profit /(Loss) after Tax 17.15 40.38

Profit/(Loss) brought forward 163.68 131.38

Adjustment pursuant to Schedule—II to the 0.15 00.00

Company Act , 2013 ( Net of tax)

Profit carried to P&L Appropriation a/c 180.98 171.76

Less: Special Reserve (As per RBI Guidelines) 3.43 8.08

Surplus/ (Deficit ) carried to Balance Sheet 177.55 163.68

2. State of Company's Affairs:

During the year under review, the gross income of the Company stood at Rs 111.13 Lacs as compared to Rs 117.71 Lacs during the previous year. The net profit of the Company was Rs 17.15 Lacs during the year under review.

3. Material Changes and Commitments:

No material changes / commitments have occurred between the end of financial year to which the financial statements relate till the date of this report, which have any adverse affect on the financial position of the Company.

4. Dividend

No dividend has been recommended by the Board of Directors for the year.

5. Directors:

The Company has Mrs. Latika Datt Abbott, Mrs. Charu Datt Bhatia, Mrs. Usha Datt and Brig. Lalit Mohan Segat on the Board of Directors of the Company. Mrs. Charu Datt Bhatia was appointed as the director of the Company on 30th September, 2014.

Mr. D.P. Rawal has resigned from the directorship of the Company on 096 March, 2015. The Company is in the process of appointing a new Director in his place.

Mr. Rajeev Gautam was appointed as Chief Financial Officer of the Company on 25th August, 2014.

6. Re-Appointment

As per the provisions of the Companies Act, 2013, Mrs. Charu Datt Bhatia retires at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

7. Subsidiaries

At the beginning of the year, we had one subsidiary i.e. M/s Som Datt Infosoft Private Limited. As on 31st March, 2015 we still have M/s Som Datt Infosoft Private Limited as subsidiary company.

During the year, the Board of Directors ('the board') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure B to the Boards' Report. The statement also provides the details ofperformance, financial positions of the subsidiary.

8. Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

9. Declaration from Independent Directors on annual basis

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

10. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations' brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders' expectations. At Som Datt Finance Corporation, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

We comply with the Securities and Exchange Board of India (SEBI) guidelines on corporate governance. We have documented our Internal Policies on corporate governance. During the year, we have complied several aspects such as Whistleblower Policy and Code of Conduct and Ethics. Our Corporate Governance report for fiscal 2015 forms part ofthis Annual Report.

11. Meeting of the Board of Directors

During the financial year under review, 5 Board meetings were held on 29.05.2014, 13.08.2014, 13.11.2014,

13.02.2015 and 30.03.2015 The Company held at least four Board Meetings in the year as required under the Act and the gap between two Board meetings was in compliance with the provisions contained in the Act.

Details of Directors as on March 31, 2015 and their attendance at the Board during the financial year ended March 31.2015 are given below:

Name of the Director No. of Board No. of Board Meetings Meetings held attended

Mrs. Charu Datt Bhatia 5 3

Mrs. Latika Datt Abbott 5 5

Mr. Usha Datt 5 5

Mr. Lalit Mohan Segat 5 5

Mr. D.P.Rawal 5 5

12. Committees of the Board

The composition andother details of all the Committees of the Board are provided in the Corporate Governance Report forming part ofthis Report.

13. Director's Responsibility Statement

In compliance to the provisions of Section 134 (3)(c) of the Companies Act, 2013, your Directors wish to place on record -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Auditors :

A.S. Gupta & Co., Chartered Accountants, statutory auditors of the Company, holds office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Act and they are not disqualified for re-appointment

15. Secretarial Auditors

Naveen Narang of M/s Naveen Narang & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2014-2015 forms part of the Annual Report in Annexure A of the Board's Report.

The Secretarial Auditor of the Company has qualified in its report that the Company has failed to appoint a Whole- Time Company Secretary as required under section 203(1) of the Companies Act 2013 read with Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) 2014.

The board of directors would like to comment that the company is in the process to appoint full time Company Secretary and vacancy will soon be filled.

16. Auditor's qualification / reservation / adverse remark:

There is no adverse qualification/ reservation/ remark in the Auditor's Report. However for other notes Directors would like to state that notes are self-explanatory and there is no need to give any further explanation/ comments.

17. Particulars of Loan given, Investment made, Guarantees given and Securities Provided:

During the year under review the Company has not made any Loan, Guarantee or Investment pursuant to the provisions of section 186 of the Companies Act, 2013.

18. Contracts / Arrangement with related parties:

All transactions with related parties, during the financial year, were on arm's length basis and in the ordinary course of business. No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder.

19. Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Director of the Company in this regard.

20. Listing

The shares ofthe Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

21. Conservation of energy, technology absorption & foreign exchange earning & outgo:

Information in accordance with the provision of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules 2014 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given below is as under:

I. Conservation of energy : N.A

II. Technology Absorption : N.A

III. Foreign Exchange Earnings & Expenditure:

( a ) Foreign Exchange Earnings : Nil

( b ) CIF Value of Import : Nil

( c ) Foreign Exchange Expenditure : Nil

22. Vigil Mechanism

The Company has constituted a Vigil Mechanism for employees and directors to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and ethics. The purpose of the mechanism to promote the highest ethical standards, the company will maintain a workplace that facilities the reporting of potential violations of Company policies and applicable laws.

23. Board Evaluation

The evaluation of Board, Committee(s) and individual Directors was carried out based on structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

24. Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are not applicable on the Company and therefore no policy in this regard has been developed / implemented by the Company during the financial year.

25. 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.

26. Public Deposits

In terms of the provisions of Section 73 & 74 of the Act read with the Companies (Acceptance of Deposits Rules), 2013, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

27. Extract of Annual Return:

The extract of Annual return in prescribed Form MGT 9 has been annexed herewith and forms part of this report.

28. Appreciation:

Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives of the company.

For and on behalf of the Board of Som Datt Finance Corporation Limited

Latika Datt Abbott Charu Datt Bhatia Managing Director Director DIN:00031056 DIN:00035069 C-10, Geetanjali, G-106, Saket, Place: Delhi Malviya Nagar, New Delhi-110017 Date: 01.09.2015 New Delhi-110017








Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited statement of Accounts for the year ended 31 stMarch 2014.

FINANCIAL RESULTS (Rs. In Lacs) Year ended Year ended 31.03.2014 31.03.2013

Gross Total Income 117.71 96.57

Profit / Loss before Depreciation & Taxation 43.53 25.67

Less: Depreciation 1.07 1.31

Profit Before tax 42.46 24.37

Less: Provision for Income Tax 1.94 6.80

Add: Provision for DeferredTax 0.14 0.13

Net Profit /(Loss) after Tax 40.38 17.43

Profit/(Loss) brought forward 131.38 117.43

Profit carried to P&L Appropriation a/c 171.76 134.87

Less: Special Reserve (As per RBI Guidelines) 8.08 3.49

Surplus/(Deficit ) carried to Balance Sheet 163.68 131.38

OPERATION

During the year under review, the gross income of the Company stood at Rs. 117.71 Lacs as compared to Rs. 96.57 Lacs during the previous year. The net profit of the Company was Rs. 40.38 lacs during the year under review.

DIVIDEND

No dividend has been recommended by the Board of Directors.

SUBSIDIARY COMPANY (SOM DATTINFOSOFT PRIVATE LIMITED)

The Company has not been able to conduct commodity market business. In the present scenario, the risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company has reviewed the business model and is of the view that trading in commodity exchange not being the core business of company is not found suitable and there is aneedto shift to other areas of business.

CONSOLIDATED FINANCIALS

The Consolidated financial results of the Company along with its subsidiary M/s Som Datt Infosoft Private Limited are forming part ofthis report and are given as perAnnexure.

PARTICULAR OF EMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR

Mrs. Usha Datt, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

DIRECTORS''RESPONSIBILITY STATEMENT

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

I) That in the preparation of the annual accounts for the year ended 31st March 2014 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 estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe year and ofthe profit or loss ofthe Company for the year under review;

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

iv) That the Directors had prepared the accounts for year ended 31st March 2014 on a going concern basis.

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relating to the conservation of energy and technology absorption, is not given as the Company is not engaged in manufacturing activity.

During the year, there is no earning and outgo ofthe foreign exchange.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors ofthe company retire at the ensuing Annual General Meeting andbeing eligible, offer themselves for re-appointment. The observations ofthe auditors are self-explanatory.

LISTING

The shares ofthe Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

CORPORATE GOVERNANCE

The report on Corporate Governance together with theAuditor''s certificate on compliance of mandatory requirements of Corporate Governance are given in annexure to this report.

PUBLIC DEPOSITS

In terms of the provisions of Section 58AoftheAct read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date ofthe Balance Sheet.

By Order of the Board (Latika Datt Abbott) Chairperson & Managing Director DIN : 0031056


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report together with the audited statement of Accounts for the yearended31st March2013.

FINANCIAL RESULTS (Rs.InLacs)

Year ended Year Ended 31.03.2013 31.03.2012

Gross Total Income 96.57 174.74

Profit/Loss before Depreciation & Taxation 25.67 78.33

Less: Depreciation 1.31 1.66

Add: Provision written Back

Profit Before tax 24.37 76.70

Less: Provision for Income Tax 6.80 23.00

Less: Provision for F.B.T for Earlier Year

Add: Provision for Deferred Tax 0.13 0.11

Less: Tax Adjustment for Earlier Years

Net Profit /(Loss) after Tax 17.43 53.57

Profit/(Loss) brought forward 117.43 74.57

Profit carried to P&LAppropriation a/c 134.87 128.14

Less: Special Reserve (As per RBI Guidelines) 3.49 10.72

Less: Proposed Dividend

Less: Corporate Dividend tax

Surplus/ (Deficit)carried to Balance Sheet 131.38 117.43

OPERATION During the year under review, the gross income of the Company stood at Rs. 96.57 Lacs as compared to Rs. 174.74 Lacs during the previous year.The net profitofthe Company was Rs. 17.43 lacs during the year under review. Declining trend of profits during the year under review has been due to extremely depressed Stock market volumes and adverse conditionsofeconomy through out the year.

DIVIDEND

No dividend has been recommended by the Board of Directors.

SUBSIDIARY COMPANY (SOMDATTIN FOSOFTPRIVATE LIMITED)

The Company has not been able to conduct commodity market business. In the present scenario, the risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company has reviewed the business model and is of the view that trading in commodity exchange not being the core business of company is not found suitable and the managementisexploringtoshift toother viable business areas.

CONSOLIDATED FINANCIALS

The Consolidated financial results of the Company along with its subsidiary M/s Som Datt Infosoft Private Limited are forming partofthis report and are givenas perAnnexure.

PARTICULAROFEMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (ParticularsofEmployees) Rules, 1975asamended.

DIRECTOR

Brigadier Lalit Mohan Segat, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement,itis hereby confirmed:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2013 the applicable Accounting Standards had been followed along with proper explanation relatingtomaterial departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the endofthe year andofthe profit or lossof the Company for the year under review;

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

iv) That the Directors had prepared the accounts for year ended 31st March 2013ona `going concern'' basis.

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGANDOUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relatingtothe conservationofenergy and technology absorption,isnot given as the Companyisnot engaged in manufacturing activity. During the year, thereisnoearning and outgoof the foreign exchange.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.The observationsofthe auditors are self-explanatory.

LISTING

The sharesofthe Company are listedon the Bombay Stock Exchange. The annual listing fee has been paidtothe BSE.

CORPORATEGOVERNANCE

The report onCorporate Governance together with theAuditor''s certificate on compliance of mandatory requirements of Corporate Governance are given inannexuretothis report.

PUBLICDEPOSITS

In terms of the provisionsof Section 58AoftheAct read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstandingonthe dateofthe Balance Sheet.

By Order of the Board

(Latika Datt Abbott)

Chairperson & Managing Director


Mar 31, 2010

The Directors have pleasure in submitting the 17th Annual Report together with the Audited statement Accounts for the year ended 31st March 2010:

Financial Results (Rs. in Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Gross Total Income 161.65 201.48

Profit /Loss before Depreciation & Taxation 71.22 90.84

Less: Depreciation 4.22 5.07

Add: Provision written Back 2.48 --

Profit Before tax 69.48 85.77

Less: Provision for Income Tax 18.00 29.50

Less: Provision for F.B.T - .72

Less: Provision for F.B .T for Earlier Year .07 -

Add: Provision for DeferredTax 1.96 .16

Less: Tax Adjustment for Earlier Years 3.75 -

Net Profit/(Loss) after Tax 49.62 55.71

Profit/(Loss) brought forward 45.35 .78

Profit carried to P&L Appropriation A/c 94.97 56.49

Less: Special Reserve (As per RBI Guidliness) 9.92 11.14

Surplus/ (Deficit) carried to Balance Sheet 85.05 45.35

OPERATION

During the year under review, the gross income of the Company stood at Rs. 161.65 Lacs as compared to income of corresponding previous year amounting to Rs. 201.48 Lacs.

During the year under review, the Company has registered a net profit after tax at Rs. 49.62 Lacs.

DIVIDEND

The Board is of the opinion that it would be in the overall interest of the company and its shareholders that the profits of the Company are retained and used in its business. Therefore, the Board of Directors do not recommend any dividend for the year.

SUBSIDIARY COMPANY

The Company has not been able to conduct commodity market business. Thus for the reason that risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company is in process of reviewing the business model.

CONSOLIDATED FINANCIALS

The consolidated financial results of the Company alongwith its subsidiary M/s Som Datt Infosoft Private Limited are forming part of this report and are given as per Annexure.

DIRECTOR

Mrs. Usha Datt, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2 AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts for the year ended 31st March 2010 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 estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the profit or loss of the Company for the year under review;

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

iv) That the Directors had prepared the accounts for year ended 31st March 2010 on a going concern basis.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors of the company hold the office until conclusion of the ensuing Annual General Meeting and are recommended for re-appointment.

PARTICULAR OF EMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read witii the Companies (Particulars of Employees) Rules, 1975 as amended

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relating to the conservation of energy and technology absorption, is not given as the Company is not engaged in manufacturing activity.

During the year, there is no earning and outgo of the foreign exchange.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the Auditors certificate on compliance of mandatory requirements of Corporate Governance are given in annexure to this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank its bankers and shareholders for their continued support to the Company. The Directors would also like to place on record their deep sense of appreciation of the devoted services rendered by employees of the Company. For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi D.P.Rawal Latika Dart Abbott

Dated: 30.08.2010 Director Managing Director

 
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