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Directors Report of South India Projects Ltd.

Mar 31, 2016

To,

The Members,

SOUTH INDIA PROJECTS LTD CIN: L72100WB1981PLC034342 Kolkata

The Directors have pleasure in presenting their 35th Annual Report on the Audited Financial Statement of South India Projects Ltd ("the Company") for the Financial Year ended March 31, 2016.

FINANCIAL RESULTS

The summarized Standalone financial performance of the Company for the FY 2015-16 and FY 2014-15 is given below:

[Amount in Rs.]

Particulars

F.Y. 2015-2016

F.Y.2014-15

Gross Income

7,741,417

18,773,538

Profit/(Loss) before depreciation, interest and tax

Financial costs

3,000,209

11,037

Depreciation & Amortisation

Nil

Nil

Profit before exceptional and extraordinary items and tax

4,741,208

18,762,501

- Exceptional Items / Extraordinary Items

0.00

0.007

Profit Before Tax

3,483,949

16,421,242

- Current Tax - Income Tax

750,000

3,465000

- Earlier Year Tax - Short/(Excess) Provision of Tax

149,082

941,621

- Deferred Tax

0.00

0.00

- MAT Credit entitlement

0.00

0.00

Net Profit After Tax

2,733,949

12,956,242

Balance of Profit brought forward

10,977,168

6,811,417

Balance available for appropriation

Nil

Nil

Proposed Dividend on Equity Shares

Nil

Nil

Tax on proposed Dividend

Nil

Nil

Transfer to General Reserve

Nil

Nil

Surplus carried to Balance Sheet

REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 7,741,417/- (Rupees seventy seven lakhs forty one thousand and four hundred seventeen only) as against total Income of Rs. 18,773,538/- (Rupees one crore eighty seven lakhs seventy three thousand five hundred and thirty eight only) in the corresponding previous year.

Further, net profit after tax for the year under review was Rs. 2,733,949/- (Rupees twenty seven lakhs thirty three thousand nine hundred and forty nine only) as against net profit after tax of Rs. 12,956,242/- (Rupees one crore twenty nine lakhs fifty six thousand two hundred and forty two only) in the corresponding previous year.

TRANSFER TO STATUTORY RESERVES

During the financial year under review, your Company transferred of Rs. 546,800 to Special reserve as as provided in Section 45IC of the Reserve Bank of India Act, 1934, for the financial year ended March 31, 2016.

DIVIDEND

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

STATE OF THE COMPANY''S AFFAIRS AND FUTURE OUTLOOK

The Company is solely concentrating in the Non- Banking Financial Company segment and there has been no change in the business of the Company during the financial year ended 31st March, 2016.

INDUSTRY SCENARIO

NBFCs play a vital role in the financial sector of our economy along with other financial institutions. Over the years, due to their strategic management practices and refined operational techniques coupled with lower costs of delivery, lower restrictions on customers etc., have led to it being an alternate choice and at times the first choice for several customers, who need financing. While the RBI has made regulations stringent for the NBFCs, it has also recognized the utility of the NBFCs and thereby made them eligible to set up Banks and also act as an extension of Banks, where the Banks cannot reach. Due to the increase in finance space by NBFCs, the RBI''s surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year under review, in order to diversify the business of the company the new object clause was inserted in Main object clause of the Company, to commence the Information Technology and software related businesses.

The company is engaged in the business of development and designing of software application, packages, system, modules either for its own use or for sale in India or for export outside India and to design and develop such systems and application software for or on behalf of manufacturers, banking, insurance owners and users of computers systems and digital / electronic equipment and other domains in India or elsewhere in the world and to provide technical, management and project consultancy service for development of systems, packages etc. and also to undertake programs for training of personnel at various location for development of Software application, packages systems, modules and engage in marketing and distribution, reselling of software, system, modules computer hardware and peripherals. Also providing cloud based services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS) and Software as a Service (SaaS) for its clients in India and outside of India.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31, 2016 is Rs. 30,333,880, comprising of 3,033,380 equity shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

ACQUISITION OF EQUITY SHARES OF THE COMPANY THROUGH OPEN OFFER

During the financial year under review, Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma had entered into Share Purchase Agreement dated April 08, 2015 with the earlier Promoters/ Promoter Group of the Company to acquire in aggregate 1,229,346 equity shares of Rs. 10/- each representing 40.53% of the total equity and voting share capital of the Company at a price of Rs. 25/- per fully paid-up equity share.

The Open Offer was made for acquisition of more than 26 % of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 34th Annual General Meeting held on September 30, 2015, Mr. Sanjay Mohta and Mrs. Nita Agarwal was appointed as an Independent Director to hold office for a period of 5 (five) consecutive years. The said Independent Director fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under and they are independent of the management and have submitted the Declarations as prescribed under Section 149(6) of the Companies Act, 2013.

Further, the Board of Directors of the Company at their meeting held on December 29, 2015, appointed Mr. Jagan Mohan Reddy Thumma and Mr. Joseph Sudheer Reddy Thumma as an Additional Directors on the Board of the

Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company and subsequently, they were regularized as Directors (Promoter) though postal ballot.

Further, Mr. Jai Prakash Tantia and Mr. Akash Tantia, Directors of the Company, tended their resignation on December 29, 2015 from the Directorship of the Company.

Further, during the financial year under review, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy, appointed as an Independent Directors of the Company w.e.f. February 26, 2016 and necessary approval was obtained from the Members of the Company through Postal ballot. The said Independent Director fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under and they are independent of the management and have submitted the Declarations as prescribed under Section 149(6) of the Companies Act, 2013.

Further, existing Independent Directors, namely, Mr. Pradeep Chhotaria, Mr. Amitabh Kejriwal, Mr. Premjeet Singh and Mrs. Nita Agarwal tended their resignation from the Directorship of the Company w.e.f. February 26, 2016.

Mr. Himanshu Maheshwari, Company Secretary of the Company, resigned from the post of Company Secretary w.e.f. February 26, 2016.

However, Mr. Sanjay Mohta, Independent Director of the Company has tended their resignation from the directorship of the Company and Mr. Pawan Kumar Sureka, Chief Financial Officer of the Company, also resigned from his office w.e.f. August 13, 2016.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Jagan Mohan Reddy Thumma, Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 35th Annual General Meeting. The Board recommends the said reappointment for shareholders'' approval.

DECLARATION BY INDEPENDENT DIRECTORS

As on March 31, 2016 Mr. Sanjay Mohta, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made there under and meet with the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges / Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.www.southindiaproiectslimited.in.

Further, the Independent Directors of your Company, comprising of Mr. Sanjay Mohta, Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy in the meeting held on 26th February, 2016 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

(b) 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;

(c) 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;

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

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

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, 07 (Seven) Board Meetings were held during the year ended March, 2016, the dates which are April 27, 2015, May 28, 2015, August 12, 2015, November 14, 2015, December 29, 2015, February 14, 2016 and February 26, 2016.

Details of attendance are as under -

Name of the Directors

Date of Board meeting

27/04/2015

28/05/2015

12/08/2015

14/11/2015

29/12/2015

14/02/2016

26/02/2016

*Mr. Jai Prakash Tantia

V

X

V

V

X

X

X

*Mr. Akash Tantia

X

V

V

X

V

X

X

***Mr. Pradeep Chhotaria

V

V

***Mr. Amitabh Kejriwal

V

V

X

V

X

V

X

***Mr. Premjeet Singh

X

X

V

V

V

V

X

Mr. Sanjay Mohta

V

V

V

X

X

V

***Mrs. Nita Agarwal

V

X

X

X

V

V

**Mr. Jagan mohan reddy Thumma

X

X

X

X

V

V

V

**Mr. Joseph Sudheer Reddy

X

X

X

X

V

V

V

Thumma

****Mrs. Tiparnapally Nikitha

X

X

X

X

X

V

V

****Mr. Surya Narayan Tripathy

X

X

X

X

X

V

V

****Mr. Subhash samala babu

X

X

X

X

X

V

V

* Resigned from Directorship of the Company w.e.f. December 29, 2015.

** Appointed as an Additional Directors on the Board of the Company w.e.f. December 29, 2015.

*** Resigned from Directorship of the Company w.e.f. February 26, 2016.

**** Appointed as an Additional Directors on the Board of the Company w.e.f. February 26, 2016.

The provisions of Companies Act, 2013, rules made there under and the Secretarial Standards were adhered to while considering the time gap between two meetings and holding the meetings.

AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, May 28, 2015, August 12, 2015, November 14, 2015 and February 14, 2016.

Further, during the financial year under review, you Board has reconstituted twice the said committee due to changes in Directorships of the Company. Details of the composition of the Committee and attendance during the year are as under:

S. N.

Name of Directors

Designation

No. of Meetings Attended

1

***Mr. Amitabh Kejriwal

Chairman, Independent Director

4

2.

***Mr. Premjeet Singh

Member, Independent Director

4

3.

*Mr. Jai Prakash Tantia

Member, Executive Director

3

4.

**Mr. Jagan Mohan Reddy Thumma

Member, Executive Director

1

5.

****Mr. Subhash Samala Babu

Member, Executive Director

0

6.

****Mr. Surya Narayan Tripathy

Chairman, Executive Director

0

* Mr. Jai Prakash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Jagan mohan reddy thumma appointed as Member of said committed w.e.f. December 29, 2015.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

Further, the Audit Committee is functional as per the provision of Section 177 of Companies Act, 2013 and Rules made there under and as per listing agreement / Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform such role and duties as mentioned in Section 178 of the Companies Act, 2013 and listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the Financial Year 2015-16, Five (5) meetings of the Committee were held on, May 28, 2015, August 12, 2015, November 14, 2015, December 29, 2015 and on February 26, 2016.

Further, during the financial year under review, you Board has reconstituted twice the said committee due to changes in Directorships of the Company. Details of the composition of the Committee and attendance during the year are as under:

S. N.

Name of Directors

Designation

No. of Meetings Attended

1

***Mr. Amitabh Kejriwal

Chairman, Independent Director

5

2.

***Mr. Premjeet Singh

Member, Independent Director

5

3.

*Mr. Akash Tantia

Member, Non-Executive Director

4

4.

**Mr. Sanjay Mohta

Member, Independent Director

1

5.

****Mr. Subhash Samala Babu

Chairman, Independent Director

0

6.

****Mrs. Tiparnapally Nikitha

Member, Independent Director

0

7.

****Mr. Surya Narayan Tripathy

Member, Independent Director

0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29, 2015 and removes the same w.e.f. February 26, 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2015, the Board of Directors has adopted a Policy on Board Diversity, Director Attributes and the Remuneration. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company.

The policy on remuneration is enclosed as Annexure V and forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return is enclosed at Annexure II in the prescribed form MGT-9 and forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2015-16, Four (4) meetings of the Committee were held on, May 28, 2015, August 12, 2015, November 14, 2015 and on February 26, 2016.

Further, during the financial year under review, you Board has reconstituted the said committee due to changes in Directorships of the Company. Details of the composition of the Committee and attendance during the year are as under:

S. N.

Name of Directors

Designation

No. of Meetings Attended

1

***Mr. Amitabh Kejriwal

Chairman, Independent Director

4

2.

***Mr. Premjeet Singh

Member, Independent Director

4

3.

*Mr. Akash Tantia

Member, Non-Executive Director

3

4.

**Mr. Sanjay Mohta

Member, Independent Director

1

5.

****Mr. Subhash Samala Babu

Chairman, Independent Director

0

6.

****Mrs. Tiparnapally Nikitha

Member, Independent Director

0

7.

****Mr. Surya Narayan Tripathy

Member, Independent Director

0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 29, 2015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29, 2015 and removes the same w.e.f. February 26, 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of the Company w.e.f. February 26, 2016.

**** Mr. Subhash samala babu, Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy appointed as Member of the Company w.e.f. February 26, 2016.

The terms of reference were enlarged by the Board to be in line with Section 178 of the Companies Act, 2013 and revised clause 49 of the Listing Agreement / Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholder''s / Investor'' s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were zero and there was no pending complaint as on March 31, 2016.

PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

INTER SE RELATIONSHIP BETWEEN DIRECTORS

Except Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma, Director who are related to each other, none of the other Directors is related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act 2013 read the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN:

The Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company''s operations forma a part of this Annual Report as Annexure III.

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

At the 35th Annual General Meeting held on September 30, 2016, M/ s. S. K. Soni & Co, Chartered Accountant [Firm Regd. No: 307168E] were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Kiransingh Rajpurohit, Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls system. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant findings are discussed and follow-ups are taken thereon.

Further, the Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii), IF ANY, OF THE COMPANIES ACT, 2013:

Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company.

Explanation pursuant to Section 134(3)(f)(ii):

1. The Company has already started the process for appointment of Internal Auditor considering the nature and size of the business of the Company.

2. The Company has faced technical difficulties in filing eforms on MCA portal and hence the same were pending.

3. Due to some technical reasons, the website of the Company faced some difficulties in proper functioning; however they said issues were sorted out and the website is working effectively.

EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Company''s code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board periodically to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has granted loan of Rs 83,208,979 and has complied with the provisions of section 186 of the companies Act, 2013. The details of the same has been provided in standalone financial statement under Note 11 of the Notes forming part of financial statement.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2015-16 the particulars as required in form AOC-2 have not been furnished.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimize shareholders'' value and fulfills its responsibilities to the community, customers, employees, Government and other segments of the Society. It will, therefore, be its constant endeavour to achieve long term corporate goals. Even though the Company is not presently covered by the Regulation governing Corporate Governance compliance, the Company has taken various steps to initiate good Corporate Governance practices.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy -

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipments to be purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(b) Absorption of Technology -

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

(c) Research and Development (R&D) -

The Company believes that in order to improve the quality and standards of services, the Company has progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

(d) Foreign Exchange Earnings and Outgo -

During the year, there were no foreign earnings and outgo.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'' has been notified on December 09, 2013. Under the said Act every entry (ies) is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report except for the below-mentioned information therein:

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

LISTING WITH STOCK EXCHANGE

The Company received the listing approval from the BSE Limited vide their Notice No. 20150119-19 dated 19th January, 2015 for the enlistment of entire equity and paid-up share capital of 30,33,388 equity shares of the face value of Rs. 10/- each of the Company on the BSE Limited. Thus, the equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and the listing fees for the Financial Year 2016-17 have already been paid to the CSE and BSE .

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Jagan Mohan Reddy Joseph Sudheer

Thumma Reddy Thumma

Director Director

DIN: 06554945 DIN: 07033919

Date: September 08, 2016

Place: Kolkata

Registered Office:

5 & 6, Fancy Lane, Kolkata - 700001,

West Bengal, India.


Mar 31, 2015

Dear Members,

The Board of Directors of South India Projects Limited are pleased to present the Thirty Fourth Annual Report for the Financial Year ended 31st March, 2015, together with the Auditors' Report and Audited Accounts for the Financial Year 2014- 2015.

FINANCIAL RESULTS:

The summarized performance of the Company for the Financial Years 2014- 2015 and 2013- 2014 are as under:

(Amount Rs. in lacs) Year ended 31st March, Year ended 31st March 2015 2014

Total Revenue 187.73 76.29

Profit /Loss before Finance Cost, Depreciation & Taxation 164.32 59.91

Less: Finance Cost 0.11 0.30

Less: Depreciation 0.00 1.71

Less: Provision for Taxation 34.65 15.78

Profit/(Loss) for the Year 129.56 42.12

FINANCIAL PERFORMANCE:

During the year under review, your Company achieved revenue from operations of Rs. 186.92 Lacs as against Rs. 70.62 Lacs in the Previous Year and recorded Profit before Finance Cost, Depreciation and Taxation of Rs. 164.32 Lacs as against Rs. 59.91 Lacs in the Financial Year 2014- 2015. The financial year 2014-15 was a significant year for the Company in terms of growth in profitability, the net profit during the year has grown around by 207.60% over the previous financial year.

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future. During the Financial Year under review, your Company transferred a sum of Rs. 79.25 lakhs to Special Reserve as per Section 45-IC of RBI Act, 1934 for the Financial Year ended 31.03.2008 to ended 31.03.2013 and for the Financial Year ended 31.03.2015, as the Company inadequately did not transferred the required surplus reserves figures to the aforementioned Special Reserve.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2014-15, the total issued and paid-up Capital of the Company has increased from Rs. 1,99,56,500/- to Rs. 3,03,33,880/- of face value of Rs. 10/- each pursuant to allotment 10,37,738 bonus shares of face value of Rs. 10/- each on 21.05.2014 at a ratio of 13:25 (i.e thirteen equity shares for every twenty five equity shares already held) to the members of the Company.

PUBLIC DEPOSITS:

Your 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.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture Or Associate Companies as on the date of the Balance Sheet.

LISTING:

The Company received the listing approval from the BSE Limited vide their Notice No. 20150119-19 dated 19th January, 2015 for the enlistment of entire equity and paid-up share capital of 30,33,388 equity shares of the face value of Rs. 10/- each of the Company on the BSE Limited.Thus, the equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and the listing fees for the Financial Year 2015- 2016 have already been paid to the CSE and for the BSE it is yet to be paid.

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company is solely concentrating in the Non- Banking Financial Company segment and there has been no change in the business of the Company during the financial year ended 31st March, 2015.

INDUSTRY SCENARIO:

NBFCs play a vital role in the financial sector of our economy along with other financial institutions. Over the years, due to their strategic management practices and refined operational techniques coupled with lower costs of delivery, lower restrictions on customers etc., have led to it being an alternate choice and at times the first choice for several customers, who need financing. While the RBI has made regulations stringent for the NBFCs, it has also recognized the utility of the NBFCs and thereby made them eligible to set up Banks and also act as an extension of Banks, where the Banks cannot reach. Due to the increase in finance space by NBFCs, the RBI's surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report except for the below-mentioned information therein:

- Open Offer for acquisition of equity shares of the Company: Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma (the "Acquirers") have entered into Share Purchase Agreement dated 08.04.2015 with the Present Promoters/ Promoter Group of the Company to acquire in aggregate 12,29,346 equity shares of Rs. 10/- each representing 40.53% of the total equity and voting share capital of the Company at a price of Rs. 25/- per fully paid-up equity share, requiring them to make an Open Offer for 26.00% of the equity and voting share capital of the Company in compliance with SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. However, the Open Offer is subject to RBI, SEBI and other Statutory approvals and hence the approval have not yet been received.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

GENERAL RESULTS:

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT.Pursuant to the allotment of 10,37,738 bonus shares on 21.05.2014, the Corporate Governance is applicable to the Company w.e.f Financial Year 2014-15. Accordingly, your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Further, the SEBI vide circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 has prescribed certain requirement for paid up share capital and its net-worth as compliance for clause 49 of the listing agreement. Since the paid up share capital of your Company and its net-worth was below the prescribed limit w.e.f. 01.10.2014; the compliance of clause 49 of the listing agreement is not mandatory on the Company in the financial year 2014-2015. Accordingly, a separate section on Management Discussion and Analysis on Corporate Governance, a Report on the composition of the Committee for Corporate Governance (as applicable for the part of the year) are annexed to this report as Annexure A & Annexure B. The Company has adopted Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes as applicable to the Company w.e.f Financial Year 2014-15.

DIRECTORS:

At the ensuing Annual General Meeting, Shri Aakash Tantia, Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment.

During the Year, the Board of Directors appointed Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal as Independent Director of the Company on 05.02.2015 and 20.03.2015 respectively as an Additional Directors of the Company. In terms of Section 149 of the Companies Act, 2013 (to the extent notified) the Board proposes appointment of Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal who are Independent Directors as Non Rotational Directors for a period of five years at the ensuing Annual General Meeting.

A brief resume of Director(s) retiring by rotation seeking appointment/ re- appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold Directorship and/or Membership/Chairmanship of Committees of Board, as stipulated under the then clause 49 of the Listing Agreement with the Stock Exchanges, shall be accompanied to the notice for the ensuing 34th Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm that:-

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The Directors had selected such accounting policies and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2015 and of the profit of the Company for the year ended 31.03.2015;

- 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 compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Amitabh Kejriwal, Mr. Pradeep Chhotaria, Mr. Premjeet Singh, Mr. Sanjay Kumar Mohta and Mrs. Nita Agarwal are Independent Directors on the Board of your Company. These Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.www.southindiaprojectslimited.in. Further,the Independent Directors of your Company, comprising of Mr. Amitabh Kejriwal, Mr. Pradeep Chhotaria and Mr. Premjeet Singh in the meeting held on 18.02.2015 has reviewed performance evaluation of Non-Independent Directors of the Company and other agendas in line with the requirement of Clause 49 of the Listing Agreement read with applicable provisions of Schedule IV of the Companies Act, 2013 were transacted thereat.

STATUTORY AUDITORS,THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

In the last AGM held on 29.09.2014, M/ s. S. K. Soni & Co., Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of three years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The Auditors' Report is self-explanatory and therefore does not call for any further comments.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Company's code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is enclosed as Annexure C.

SECRETERIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, M/s. RBM & Associates, represented by Radhaballav Mandal , Practicing Company Secretary, had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure D is self-explanatory and does not call for any further comments.

PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS:

Loans and advances balances are subject to confirmation by the respective parties and the details of guarantees and/or security in connection with loans to other body corporates or persons are given in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended 31st March, 2015 were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year under review 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. Thus, disclosure in Form AOC-2 is not required, marked as "Annexure E".

PARTICULARS OF EMPLOYEES:

During the year under review, None of the employees has received a remuneration exceeding the limit specified under Section 197 of the Companies Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2015, the Board of Directors have adopted a Policy on Board Diversity, Director Attributes and the Remuneration. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company. The Details of Remuneration paid by the Company is given in MGT- 9 of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations

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

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the Financial Year under review.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company's Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

For and on behalf of the Board

Place: Kolkata Sd/- Sd/- Sd/- Sd/- Date: 28th May, Jai Prakash Tantia Akash Tantia Premjeet Singh Amitabh 2015 Director Director Director agarwal Director


Mar 31, 2014

Dear Members,

The Board of Directors of South India Projects Limited are pleased to present the Thirty Third Annual Report for the Financial Year ended 31st March, 2014, together with the Auditors'' Report and Audited Accounts for the Financial Year 2013- 2014.

FINANCIAL RESULTS :

The summarized performance of the Company for the Financial Years 2013-2014 and 2012-2013 are as under : (Amount Rs. in lacs)

Year ended Year ended 31-03-2014 31-03-2013

Total Revenue 76.29 70.61

Profit / Loss before Finance Cost, Depreciation and Taxation 59.91 44.19

Less : Finance Cost 0.30 0.31

Less : Depreciation 1.71 1.56

Less : Provision for Taxation 15.78 11.47

Profit / (Loss) for the Year 42.12 30.85

FINANCIAL PERFORMANCE :

During the year under review, your Company achieved revenue from operations of Rs. 70.62 Lacs as against Rs 65.38 Lacs in the Previous Year and recorded Profit before Finance Cost, Depreciation and Taxation of Rs. 59.91 Lacs as against Rs. 44.19 Lacs in the Financial Year 2013- 2014.

DIVIDEND :

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future.

FIXED DEPOSITS :

Your 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.

SUBSIDIARY COMPANIES :

Your Company do not have any Subsidiary Company as on the date of the Balance Sheet.

ISSUE OF BONUS SHARES :

The Company issued and allotted 10,37,738 bonus shares of face value of Rs. 10/ - each on 21.05.2014 at a ratio of 13:25 (i.e thirteen equity shares for every twenty five equity shares already held) to the members of the Company. Pursuant to the said allotment, the total issued and paid-up Capital of the Company has increased to Rs. 3,03,33,880/- comprising of 30,33,388 equity shares of face value of Rs. 10/- each.

LISTING :

The equity shares of the Company are presently listed on The Calcutta Stock Exchange Ltd. and the listing fees up to the Financial Year 2014-2015 have been paid.

DIRECT LISTING ON PLATFORM OF THE BSE LIMITED :

Yours Directors are pleased to inform you that your Company proposes to get its equity shares listed on the BSE Limited under the platform of "BSE Limited Direct Listing".

DIRECTORS :

At the ensuing Annual General Meeting. Shri Jai Prakash Tantia, Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment. During the Year, the Board of Directors appointed Mr. Premjeet Singh as Independent Director of the Company on 26th March, 2014 as an Additional Director of the Company. In terms of Section 149 of the Companies Act, 2013 (to the extent notified) the Board proposes appointment of Mr. Premjeet Singh, Mr. Amitabh Kejriwal and Mr. Pradeep Chhotaria who are Independent Directors as Non Rotational Directors for a period of five years at the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under both Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. A brief resume of Director(s) retiring by rotation seeking appointment/ re- appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold Directorship and/or Membership/Chairmanship of Committees of Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, shall be accompanied to the notice for the ensuing 33rd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to sub-section 2AA of Section 217 of the Companies Act, 1956 (''the old Act'') and corresponding sub-section 5 of Section 134 of the Companies Act, 2013 (''the new Act'') the Board of Directors here by state and confirm that :

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2014 and of the profit of the Company for the year ended 31.03.2014;

- 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;

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

- The Company has devised proper systems to ensure compliances of all laws applicable to the Company;

- Internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively.

COMPLIANCE CERTIFICATE :

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in ''Clause 49'' of the Listing Agreement is not included in the Annual Report as it is applicable since F.Y 2014- 2015.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to the allotment of 10,37,738 bonus shares on 21.05.2014, the Corporate Governance is applicable to the Company w.e.f. Financial Year 2014-15. Accordingly, your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. As per the Clause 49 of the Listing Agreement with the Stock Exchanges, and the requirements set out by the Securities and Exchange Board of India, the Company confirms to the norms of Corporate Governance as envisaged in the Companies Act and the Listing Agreement with the Stock Exchanges w.e.f. Financial Year 2014- 2015. A separate section on Management Discussion and Analysis on Corporate Governance, a Report on the composition of the Committee for Corporate Governance are annexed to this report as Annexure 1 & Annexure 2. The Company has adopted Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes as applicable to the Company w.e.f Financial Year 2014-15.

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

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the Financial Year under review.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. M/s. S. K Soni & Co., Chartered Accountants have confirmed that their re-appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for re-appointment. M/s. S. K. Soni & Co., Chartered Accountants, if appointed in the ensuing Annual General Meeting, will be the Statutory Auditor of the Company and will hold the office from the conclusion of forthcoming 33rd Annual General Meeting till the conclusion of 36th Annual General Meeting.

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further comments and explanation.

PARTICULARS OF EMPLOYEES :

The Company does not have any employee covered by the provisions of section 217(2A) of the Companies Act, 1956 (''the old Act'') and corresponding Section 197 of the Companies Act, 2013 (''the new Act'') read with Companies (Particular of Employees) Rules 1975, as amended.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors also take this opportunity to thank the Company''s Bankers, Shareholders and all others concerned for their valuable support and co-operation extended to the Company.

For and on behalf of the Board

Sd/- Place : Kolkata Jai Prakash Tantia Date : 30th May, 2014 Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Thirty Second Annual Report together with Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS: (Rs.)

Opening Balance (10,83,412)

Add / (Less): Profit / (Loss) for the year 30,85,003

20,01,591

Add : Dimunition in Investment Written Back 17,42,750

37,44,341

Less : Dimunition in value of Investment (56,10,989)

(18,66,648)

OBSERVATION ON AUDIT REPORT:

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

DIVIDEND:

The Board has decided not to declare any Dividend during the Financial Year so as to retain the earnings for better working in the future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that

I. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements 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 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

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

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS :

Sri Akash Tantia retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS:

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS:

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.

J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 10th August, 2013 Directors


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting Thirty First Annual Report together with Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS : (Rs.)

Opening Balance 48,021

Add / (Less): Profit / (Loss) for the year (9,07,367)

(8,59,346)

Add : Dimunition in Investment Written Back 15,18,684

6,59,338

Less : Dimunition in value of Investment 17,42,750

(10,83,412)

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under review the funds of the Company were deployed in the Stock Market and other fixed interest beating instruments which have been reflected in the Accounts.

DIVIDEND :

The Board has decided not to declare any Dividend during the Financial Year due to loss in the working of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that

i. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements 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 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE :

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS:

Sri Amitabh Kejriwal retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS :

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual Genera! Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.



J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 10th August, 2012 Directors


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting Thirtyth Annua! Report together with Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS : (Rs.)

Profit after Taxation 64,40,639

Less: Dimunition in value of Investments 15,18,684

49,21,955

Add : Balance brought forward from last year 1,26,066

50,48,021

Less: Transferred to General Reserve 50,00,000

Balance brought forward to Balance Sheet 48,021

OBSERVATION ON AUDIT REPORT :

The observation of the Auditors and Notes on Accounts are self explanatory and in our opinion do not require any further clarification.

GENERAL RESULTS :

During the year under Review the Company''s funds were deployed in the Stock Market as well as other Financial Instruments which have given good returns.

DIVIDEND :

The Board has decided not to declare any Dividend during the Financial Year so as to enable the Company to retain the earnings and make the Capital Base stronger for the future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Sub-section 2AA of Section 217 of the Companies Act, 1956 the Board of Directors hereby state and confirm that :-

I. In the preparation of Annual Accounts, the applicable accounting standards had been followed.

II. The Directors had selected such accounting policies and applied them consistently and made judgements 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 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate from a practicing Company Secretary under Section 383A of the Companies Amendment Act, 2000 for compliance of provisions of the Companies Act, 1956. And the same is annexed herewith as a part of this report.

DIRECTORS :

Sri S. Dasgupta retires at the ensuing Annual General Meeting and is eligible for re-election.

DEPOSITS :

The Company has not taken any deposits from the public under Section 58A of the Companies Act, 1956.

LISTING :

The Company''s Securities have listed at The Calcutta Stock Exchange Association Ltd.

AUDITORS :

M/s. S. K. Soni & Co., Chartered Accountants, the Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

None of the employees of your Company are in receipt of the remuneration requiring disclosures pursuant to the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, hence no such particulars are annexed.



J. P. TANTIA A. TANTIA Place : Kolkata A. KEJRIWAL Dated : 8th August, 2011 Directors

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