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Directors Report of Sri Amarnath Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 30th Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows:

(in Rs) Particulars 31st March, 2015 31st March, 2014

Profit/(Loss) after depreciation 2,260,082 1,815,002

Less: Provision as per RBI Act

Contingent Provision for Standard Asset 599,465 404,778

Provision for Loss Asset (2,500,000) (9,500,000)

Profit/(Loss) before tax 4,160,617 10,910,224

Less: Provision For Taxation

Current Tax 523,063 551,160

Earlier Year Tax - 44,173

Deferred Tax Asset (91,738) (11,903)

Profit/(Loss) after tax 3,729,292 10,326,794

Add: Balance brought forward from last (1,428,311) (9,683,292) year

Surplus available for appropriation

Less: Appropriations

Fixed Assets Written off 142,038 -

Transfer to Reserve Fund u/s 45IC of 727,511 2,071,813 RBI

Surplus carried to Balance Sheet 1,431,432 (1,428,311)

OPERATIONAL PERFORMANCE:

During the financial year 2014 -15, the Company has recorded revenue of Rs 3,12,99,342/-. The Company has earned net profit of Rs 3,729,292/- during the year as compared to profit Rs 10,326,794/- in the last year. The Directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

During the year under review Company has transferred Rs 727,511/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.01224 dated 4th January, 2003.

SUBSIDIARY COMPANIES:

The Company does not have anysubsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

CHANGE IN REGISTERED OFFICE:

The Company has filed E-Form INC-22 under section 12 of the Companies Act, 2013 to the Registrar of Companies, NCT of Delhi and Haryana, for shifting of Registered Office of our Company within the local limits of City without change in the Jurisdiction of the Registrar of Companies, NCT of Delhi and Haryana from 22, Rajindra Park New Delhi-110060 to 4883-84, Second Floor, Main Road, Kucha Ustad Dag, Chandni Chowk, Delhi-110006. w.e.f. 28th May, 2015.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 14 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

10th April, 2014,12th April,204,15th April,2014, 30th April, 2014,15th July, 2014, 14th August, 2014, 26th August, 2014,15th September, 2014, 30th September, 2014, 30th October, 2014, 3rd November, 2014,1st December, 2014,19th January, 2015 and 23rd February, 2015.

BOARD OF DIRECTORS:

RE-APPOINTMENT OF DIRECTOR:

Mr. Surender KumarJain, Director ofthe Company, is liable to retire by rotation at the ensuing AnnualGeneralMeetingandbeing eligible, offer himself for re-appointment.TheBoardof D irectors recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, 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 Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mrs. Priti Jain, Managing Director

(ii) Mr. Rajat Gupta, CompanySecretary

RESIGNATION OF COMPANY SECRETARY:

Mr. Rajat Gupta has resigned from the post of Company Secretary with effect from 23rd of July, 2015.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company get its membership Certificate from all four CICs i.e., Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

EXPOSURE TO REAL ESTATE:

The following are details of loan provided to the Companies engaged in real estate business during the financial year 2014-15:

S. No. Name of Companies Amount (in Rs.)

1. Alisa infratech Pvt. Ltd. 1,32,96,0000

2. Icon Realcon Pvt. Ltd. 6,74,15,205

3. New Line Buildcap Pvt. Ltd. 29,24,591

4. WM Developers Pvt. Ltd. 7,37,00,000

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Vinod Vishal & Co. as Statutory auditor of the company for a period of 5 years commencing from the conclusion of this meeting until, the conclusion of 35th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s Singh & Nagayach (FRN: 014131C), Chartered Accountants of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-II and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed Ms. Shazan Ali partner of M/s SAS & Associates having C.P. No. 9354 to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report is annexed herewith marked as Annexure-III to this report in Form No. MR-3.

There is a qualification in the report that Company did not appoint Chief Financial Officer. The Management clarified that, it is in the search of suitable candidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Deepak Tyagi as an Internal Auditor of the Company for the financial year 2014-15. Mr. Deepak Tyagi placed the internal audit report to the Company which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financial year 2014-15 are annexed herewith to the financial statements in Form No. AOC -2.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE985Q01010 has been allotted for the Company. Therefore, the investors may keep their shareholding in the electronic mode with their Depository Participates. 62.98% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 37.02% is in physical form.

LISTING OF SHARES:

The shares of the Company i.e. 9,98,0000 Equity Shares of Rs. 10/- are listed on BSE Limited (BSE), DSE Limited (DSE), & U.P. Stock Exchange Limited (UPSE). But a s per SEBI Circular No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014; DSE has been derecognized as Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirm and submit the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* 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 financial year and of the profit of the Company for the year under review;

* The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2015 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.

* The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-I Capital 102.65

Tier-II Capital 0.21

Total 100.86

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

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

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

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the conservation of energy, technology absorption, foreign exchange earnings & outgo are not applicable to it.

Particulars Current Year 2014-15 Previous Year 2013-2014

A. Conservation of Energy Nil Nil

B. Technology Absorption Nil Nil

C. Foreign Exchange Earnings& Outgo Nil Nil

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Place: New Delhi Priti Jain Date: 21.08.2015 Chairman & Managing Director DIN:00537234





 
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