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Directors Report of Typhoon Financial Services Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 25TH ANNUAL REPORT together with the Audited Financial Statement for the Financial Year 2014-15 ended 31st March, 2015.

1. FINANCIAL PERFORMANCE:

(Rs.in Lacs)

Particulars 2014-15 2013-14

Total Income 14.76 3.08

Profit before tax 0.95 1.15

Less: Provision for taxation 0.17 0.48

Profit after tax 0.78 0.67

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2015 and date of this report.

2. DIVIDEND:

With a view to conserve the resources for the working capital requirement of the Company, the Board of Directors has not recommend any dividend on the Equity Shares for the year under review.

3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:

The Company earned Interest Income of Rs. 14.76 Lacs during the year under review compared to 3.08 Lacs during 2013-14. The Company has earned Profit before Interest and Depreciation of Rs. 1.05 Lacs during the year under review compared to Rs. 2.30 Lacs during 2013-14. After providing for Depreciation, Prior period adjustments and Taxation, the Net Profit for the year under review stood Rs. 0.78 Lacs compared to Rs. 0.66 Lacs during 2013- 14.

4. DIRECTORS:

4.1 One of your Directors viz Mr. Ashok Chhajer (DIN: 00280185) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers him for reappointment.

4.2 The Board of Directors duly met 7 times during the financial year under review.

4.3 The Board has made necessary evaluation of its own performance and that of its commitments and of individual Directors.

4.4 The performance evaluation of the Chairman, Executive and Non-Executive Directors was carried out by at the meeting of the Independent Directors held on 13th February, 2015.

4.5 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 being end of the financial year 2014-15 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

5. MANAGERIAL REMUNERATION:

5.1 REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhancethe quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

5.2 MARKET CAPITALISATION:

As there is no trading in the Equity Shares of the Company, no information has been submitted. The Net worth as on 31st March, 2015 is Rs. 306.73 Lacs compared to Rs. 307.85 Lacs as on 31st March, 2014.

6. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no material payments have been made the amount is not comparable with the performance of the Company. There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

7. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

8. CORPORATE GOVERNANCE AND MDA:

As per Clause 49 of the Listing Agreement and the Companies Act, 2013, Report on Corporate Governance and Management Discussion and Analysis (MDA) form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report as Annexure - A.

9. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure – B. As regards the observation of the Auditors, the Company is in the process of identifying and appointing CFO and Company will charge interest on inter corporate advances made to the related parties.

10. EXTRACT OF ANNUAL RETURN: The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure – C.

11. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited & Calcutta Stock Exchange Limited. The Company is generally regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2015-16. The Company has approached BSE Limited for Direct Listing of its Equity Shares. The application is under active consideration of BSE Limited and it is likely to receive approval in near future.

12. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN allotted is INE761R01013.

13. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

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

Your Company being in the Industry of Investment and Finance, the particulars relating to conservation of Energy, Technology Absorption etc. are not applicable. The Company has not earned or spent any amount in Foreign Exchange.

15. GENERAL:

15.1. AUDITORS:

The present Auditors of the Company M/s. Virendra Surana & Co., Chartered Accountants, Kolkata, will retire at the ensuing 25th Annual General Meeting. The Company has obtained from them consent to the effect that their reappointment as Auditors of the Company for period of 5 years commencing from the Financial Year 2015-16 to 2019-20, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

15.2 INSURANCE:

The Company's properties continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, etc.

15.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

15.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

15.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

15.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

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

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

15.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters, Shareholders and Customers for their support and co operation. Your Directors also place on record their gratitude to the Bankers of the Company and Government Departments for their confidence reposed in the Company.

Registered Office: For and on behalf of the Board,

35, Omkar House,

Near Swastik Cross Roads,

C. G. Road, Navrangpura,

Ahmedabad 380 009. Sushma Chhajer Ashok Chhajer

Date: 29th July, 2015 Director Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors pleasured to present the 24TH ANNUAL REPORT together with the Audited Statement of Accounts for the financial year 2013-14 ended 31st March, 2014.

1. FINANCIAL RESULTS :

(in Lacs)

Particulars 2013-14 2012-13

Total Income 3.08 3.83

Profit before tax 1.15 0.71

Less: Provision for taxation 0.48 0.69

Profit after tax 0.67 0.02

2. DIVIDEND:

With a view to conserve the resources for Working Capital requirements of the Company, the Board of Directors have not recommended dividend for the year under review.

3. DIRECTORS:

Mr. Manish J. Joshi is appointed as Independent Director w.e.f. 29th July, 2014. One of your Directors viz. Ms. Sushma Chhajer, retires by rotation at this Annual General Meeting, being eligible offers herself for reappointment.

Mr. Kashyap R. Mehta and Mr. Manish J. Joshi, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013. Mr. Ashok Chhajer has been elevated as Managing Director of the Company.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of 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, the applicable accounting standards had been followed alongwith 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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 annual accounts on a going concern basis.

5. AUDIT COMMITTEE:

The Board of Directors have re-constituted Audit Committee consisting of the following:

1. Mr. Kashyap R. Mehta Chairman

2. Ms. Sushma A. Chhajer Member

3. Mr. Manish J. Joshi Member

6. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors have constituted Nomination and Remuneration Committee consisting of the following:

1. Mr. Kashyap R. Mehta Chairman

2. Ms. Sushma A. Chhajer Member

3. Mr. Manish J. Joshi Member

7. LISTING:

The Equity Shares of the Company are listed on Ahmedabad Stock Exchange Limited and Calcutta Stock Exchanges Limited and the Company is generally regular in payment of Annual Listing Fees to both the Stock Exchanges.

8. PARTICULARS OF EMPLOYEES:

As there was no employee of the Company who was in receipt of a remuneration requiring disclosure as per the provisions of the Section 217(2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

9. FIXED DEPOSITS:

The Company has not accepted during the year under review any deposit as defined under the Companies (Acceptance of Deposits) Rules, 1975.

10. AUDITORS:

The present Auditors of the Company M/s. Virendra Surana & Co., Chartered Accountants, Calcutta will retire at the ensuing Annual General Meeting. They have submitted certificate for their eligibility for their re appointment for the financial year 2014-15, if made, will in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013. The Remarks of the Auditors is self explanatory and have been explained on notes on accounts.

11. DEMATERIALISATION OF EQUITY SHARES:

The Company has initiated steps for entering into agreement with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to facilitate Shareholders to hold Shares in dematerialised/electronic form.

12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Your Company being in the industry of investment and finance, the particulars relating to Conservation of Energy, Technology Absorption etc. required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

13. REVOCATION OF SUSPENSION OF TRADING:

The Board of the Directors of the Company in their meeting held on 28th May, 2014 had discussed the matter for making application to Calcutta Stock Exchange Limited and Ahmedabad Stock Exchange Limited for revocation of suspension of trading in the Equity Shares of the Company. The Company had made application to Calcutta Stock Exchange Limited and Ahmedabad Stock Exchange Limited for obtaining In Principle approval of revocation of suspension.

14. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As per Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report and Report on Corporate Governance form part of this Annual Report. A certificate regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement is also appended to the Annual Report.

15. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Company has obtained Compliance Certificate as required under the Proviso to Section 383A of the Companies Act. 1956 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad which is attached to the Directors' Report.

16. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the Company's website. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

17. ACKNOWLEDGEMENT:

Your Directors are pleased to take his opportunity to express their sincere gratitude for the assistance and continued co operation extended by Banks, Government Authorities, shareholders etc. Your Directors also wish to place on record their deep appreciation of the contribution made by the employees at all levels towards the growth of the company.

Registered Office: For and on behalf of the Board,

35, Omkar House,

Near Swastik Cross Roads,

C. G. Road, Navrangpura,

Ahmedabad 380 009. Sushma Chhajer Ashok Chhajer

Date: 29th July, 2014 Director Managing Director