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Directors Report of Viji Finance Ltd.

Mar 31, 2015

Dear Members,

Your directors are pleased to present the 2 V Annual Report together with the Audited financial Statement for the year ended 31st March, 2015.

1. STATE 0 F AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are given below:

(Rupees in Lakhs)

Particulars Year ended Year ended 31st 31st March 2015 March 2014

Total Income 132.47 130.18

Total Expenditure 39.92 46.26

Profil/Loss before tax 92.55 83.92

Provision for Tax

Current Tax 30.22 25.88

Deferred Tax -0.12 1.07

Provision for lax reversal 2.71 0.57

Profil/loss after tax 59.74 57.54

Amount available for appropriation 59.74 57.54

Appropriations:

fa) Transferred to Statutory Reserve 1194 1150

(b) Proposed Dividend on Equity Shares 22.50 37.50

(c) Tax on Proposed Dividend 4.58 6.37

Surplus Carried to Balance Sheet 20.72 217

Paid up Equity Share Capita) 750.00 750.00

Earning per share (Rs.10/- each) 0.80 0.77 Basic & Diluted (in Rs.)

The company is engaged in non banking finance business During the financial year company has achieved total income ofRs. 132.47 Lacs in comparison to previous year's total income of Rs 130.18 Lacs and earned net profit of Rs. 59.74 lacs and in comparison to previous year s net profil of Rs, 57,54 Lacs .

1.2 OPERATIONS AND FUTURE OUTLOOK:

The company is engaged in a fast growing sector NBFC where t he demand of a finance is increasing rapidly. The Government supports the NBFC activities and enhances the Direct Investment in NBFC through equity and finance

Our country is a developing conn by and for it, easy finance is must, The journey of global economic growth in the last few years, have witnessed a lot of ups and downs making it difficult to believe in new reforms and improvement. Hence, to gather momentum with the new government focused on implementing radical reforms across various sectors of the economy, such a policy initiative will boost the confidence of in ves tors 6nd consumers.

Viji Finance is a medium size company and earning profit year by year. Its diverse vision, to create a difference in the sectoral landscape has helped to create a cohesive and energetic team. But vision cannot function in isolation. U has to be supported by viable action on ground. Henceforth, we begin our journey towards the next growth altitude with an aggressive expansion plan. Powered by a dynamic team, we are reviewing up operations in order to leverage emerging opportunities in the secior.

We are in financing of different field and we have put our step in infrastructure finance which is a very attractive business. Mainly, we are focusing to finance on following:

Infrastructure Finance Short term finance Housing Project finance Business Loan Vehicle Finance

1.3 CHANGE IN NATURE OF BUSINESS

Company is engaged in NBFC activities only and during the year there was no change in business activity of the company.

1.4 SHARE CAPITAL

During the Financial Year 2014-15, the authorized share capital of the Company has been increased from Rs.8.00 crores to Rs. 1 1 00 crores, pursuant to special resolution passed by the members in their annual general meeting held on 9th September, 201 4.Further during the year company has nor raised any paid up share capital. The Paid Up Equity Share Capital as at 31 March 2015 stood at 7,50 Cmres, During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 3 $ March 2015, none of i lie Directors of the company hold instruments convertible into equity shares of the Company

2. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as prescribed in form MGT 9 required under section 92 of the Companies Act, 2(J 13 is included in this report as ANNEXURE I.

3. BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held five times, The gap between two Meetings did nol exceed one hundred and twenty days. Further Annual General Meeting was held on 9th September, 2014 Detailed information on I he meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report,

4. DIVIDEND

Looking at The consistent growth in performance of the company, your Directors are pleased to recommend a final dividend of 3% on the equity shores i.c. Re. 0.30/- per Equity Share of face value Rs. 10/- for financial year 2014-201S subject to Approval of the members in ensuing Annual General Meeting.

5. AMOUNTS TRANSFERRED TO RESERVES

Being a Non Banking Finance Company, 20r. of the profit i.c Rs. 1 194765/- has been transferred to statutory reserve of the company. Further during the year the Board of the com pan v has carried Rs 50276 5 / - to surplus accou nt,

6. FIXED DEPOSITS

Tile Company has not accepted any deposits, within the meaning of Section 73 of the Com panics Act, 2013. read with the Companies [Acceptance of Deposits) Rules. 2014. However being a Non Banking Financial Company, the disclosures required as per Rule S (5}(v) and [vtj of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 gf the Companies Act .2013. are not applicable to the Company

7. RBI NORMS

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India |RB1| pertaining to capital adequacy, statutory liquidity ratio etc and further company is not having non-performing assets as on 31 March. 2015 Certificate from statutory auditors lor complying the prudential norms for NBFC is attached with auditors repon, As on 31st March. 2015, the Capital to Risk Assets Ratio (CRAR) of your Company wras 92%, which is well above 15% CRAR prescribed by the RBI

8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Com party does not have any subsidiaty, joint venture or associate com pany.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 a and the Company's article of association, Shri Vi jay Kothari, Director retires by rotation at the forthcoming annuaJ general meeting and being eligible offers himself for re-appointment

The Board in its meeting held on 23,1' May , 2014 has appointed Ms Roshani Maheshwari as an Additional Director as well as independent women Director of the Company, not liable to retire by rotation.

Puri her Shri Manish Sanghavi resigned from the posl of Directorship due to his pro occupation. Your Board places on record its deep appreciation of the valuable contribution mode by him during his tenure as. Director of the Company.

At thr annual general meeting held on V September. 2014 Mr. Suresh Singh Jain, Mi Hiren Kamdar and Ms Roshani Maheshwari were appointed as an independent director of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five consecutive years None of the Independent Directors are due for re- appointment

Mr Manish Tambi whole Time Director , Mr Siddhant Sharma chief financial officer, Mr Bhushan Tambe Company secretary (w.e.f 20 June, 2015) of the Company are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 20 13, Further Ms Snrbhi pawar has resigned from the post of the Company secretary with effect from 31" May, 2015 and on 20" June, 2015 Mr Dhushan Tambe was appointed as Company secretary of.the Company.

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding Office 6s director,

10, DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

i) Shri Suresh Singh Jain

ii) Shn Hiren Kamdar

iii) Ms. Roshani Maheshwari —.

11 . DIRECTORS RESPONSIBILITY STATEMENT

a)In Terms of Section 134(3) |c) of the Companies Act, 2013, your Directors state that: a) in rhc preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures , if any.

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 as at 31st March, 20 10 and of I he profit of the Com pa ny for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding i he 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;

e) 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 and

f) the directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls arc adequate and were operating effectively.

12. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.viji finance, com.

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non independent Directors and the Chief Financial Officer. 1

14. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporaie governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Shit Suresh Singh Jain (chairman), Ms. Roshani Maheshwari and Shri Hiren Kamdar. as Members, The recommendations of Lhe Audit Committee were duly i l i approved and accepted by the Board during the year under review, A

The other Committees of i he Board ure :

(i) Nomination and Remuneration Committees (ii) Stakeholders Relationship Committee

The details with respect to the composition. powers, roles, terms of reference. Meetings held and attendance of the Directors al such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 arid Clause 49 of Lhe Listing Agreement, performance evaluation of the Board, its Committee and the Independent Directors was carried our time to time. The manner in which the evaluation is carried out has been explained in i he Corporate Governance Report.

16. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Pursuant to section 186 (1 1) of the Companies Act. 2013 ('the Act'), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loons made and guarantees given or securities provided bv a Non- Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be Utilized by the recipient of the loan or guar a nice or security are exempted from disclosure in the Annual Report.

Further, pursuant to the provisions of Section 186 14) of the Act, the details of investments made bv the Company arc given in the Notes to the Financial Statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties for the year under review were on Arm,s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not at traded. Thus, disclosure in FormAOC-2is nciT required. Further, there are no material related party transactions during the- year under review with Lhe promoters, directors.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section |3) (ra) of section 134 of the Companies Art. 2013 read with Rule of the Companies JArxountsj Rules, 2014 arc given as under ;

{A) Conservation of Energy

The steps taken ot impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(i) The e[Torts made towards technology absorption Not Applicable

(ii) Tiie benefits derived like product improvement, cost reduction, product development or import substitution : Nm Applicable.

(iiij in case df imported technology (imported during the last three years reckoned from the beginning of'the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure on Research and Development during the year under review,

further there was neither inflow nor outflow of foreign exchange during the year.

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system its commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted l:o M/s. Shyam Nagon & Associates. Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes# besides be nch marking controls with best practices in the industry

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is ao integral pari of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director.

Significant audit observations and corrective actions taken by the i 1 management arc presented to the audit committee of the board. To maintain A its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company lias not constituted Corporate Social responsibility jCSR) committee as required under the Act

21. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES;

In accordance with Section 178 and other applicable provisions it" any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee Details of policy covering these requirements has disclosed in corporate governance report

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1] Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as "ANIMEXURE 2".

None of the employee of the company is drawing more than Rs 60.00,000/- per annum or Rs.5.00.000/- per month for the part of the year| during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 ( 2) & rule 5 |3| of Companies (appointment and remuneration) Rules 2014 arc not applicable, during the year under review.

Further Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the company as provided under section 197114) of Companies Act, 2013 is not applicable

22, REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause -19 of the listing agreement with slock exchanges, a separate scction titled 11 Report on Corporate governance and Management discussion and Ana lysis forms pa rt of t h i s Annual Report.

Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report,

23. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concern a or grievances. The details of establishment of the reporting mechanism arc disclosed on the website of the Company (www.vijifinancc.coml No Person has been denied access to the Audit Committee,

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY,

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014. the company has appointed M/s. Ramesh Chandra Bagdi & Associates . Practicing Company Secretary, to undertake as the Secretarial Audit of the company. The Secretarial Audit report is included as AN N EXURE-3 and forms an integral part of this Report.

There is no Secretarial Audit qualification for the year under review.

26. STATUTORY AUDITORS

Pursuant to the provisions of section J 39 of the Companies Act. 2013 M/s. Spark & Associates, Chartered Accountants (Firm Registration No.0053l3C) statutory auditors of the company were appointed as auditor to hold office up to the conclusion of forthcoming annual general meeting of the company anti are recommended for re- appointment to audit the accounts of t he company up to the 24th AGM of t he Company to be held in year 2018 subject to ratification of their appointment by members at every AGM held thereafter. A resolution for appointment of M/s. Spark & Associates, Chartered Accountants. as auditors for the period from the conclusion of the ensuing 21 AGM till the conclusion of the 24 AGM and for fixation of their remuneration for the year 2015 -16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from M/s. Spark & Associates, Chartered Accountant a written consent lor ratification of their appointment from the conclusion of the 21th AGM till the conclusion of the 24th AGM and a certificate io the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITORS REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatiory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-sect ion (12) of section 143 of Companies Act, 2013.

27. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence m the code of conduct is forming part of l he Corporate governance Report.

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and Controls risks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this boards report,

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environ mentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESS AL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Red res sal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexuaf harassment reported during the year under review.

32. LISTING OF SHARES

Company shares listed on Bombay Stock Exchange Limited & Kotkata Stock Exchange. The company has paid annual listing fee for financial year 2015 16 for both the stock exchanges. Company was originally listed on M P Stock Exchange but due to derecognization of M P, stock exchange, equity shares has been listed ai Kolkata Stock Exchange.

33. BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31th March 2015.

34. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited jNSDL] and Central Depository Service (India) Limited (CDSL) In view of the numerous advantage offered by the Depository System, members arc requested to avail of the facility of Dt materialization of the Company s shares on either of the Depositories mentioned as aforesaid.

35. INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review

36. ACKNOWLEDGMENT

The Board of Directors wish to place on record its appreciation for the extended co- operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, stakeholders, Reserve Bank of India, Banks and other regulatory authorities.

Place Indore Date 8th August, 2015

For and on behalf of the Hoard of Directors VIJI FINANCE LIMITED

Vijay Kothari Manish Tambi Director Whole Time Director Din No.00172878 Din No.001728S3


Mar 31, 2014

Dear Members,

The Directors hereby present the Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results:

Rs. In Lacs

Year Year ended ended 31/3/2014 31/3/2013

Total Income 130.18 83.70

Total Expenditure 46.26 27.16

Profit/Loss before tax 83.92 56.54

Provision for Tax

Current Tax 25.89 17.47

Deferred Tax 1.07 0.00

Provision for tax reversal -0.58 0.00

Profit/Loss after tax 57.54 39.07

Amount available for appropriation 57.54 39.07

Appropriations:

(a) Transferred to Statutory Reserve 11.50 7.81

(b) Proposed Dividend on Equity Shares 37.50 21.00

(c) Tax on Proposed Dividend 6.37 3.41

Surplus Carried to Balance Sheet 2.16 6.85

Paid up Equity Share Capital 750.00 300.00

Earning per share (Rs.10/- each) Basic 0.77 1.30 & Diluted (in Rs.)

DIVIDEND

Looking at the consistent growth in performance of the Company, your Directors are pleased to recommend a final dividend of 5% on the equity shares i.e. Re. 0.50/- per Equity Share of face value Rs.10/- for financial year 2013-2014 subject to Approval of the members in ensuing Annual General Meeting.

SHARE CAPITAL

Further the Board of Directors of the Company in their board meeting held on 25.06.2013 allotted 22,50,000 Equity Shares Rs.10/- at a premium of Rs.2/- each on preferential basis to promoters and non promoters of the Company. Further Company has utilized the capital for the purpose of working capital requirement and to repay the unsecured loan of the Company to minimize the interest liability and maximize the profitability of the Company

STATUTORY RESERVE

Being a Non Banking Finance Company, 20% of the profit has been transferred to statutory reserve of the Company.

FIXED DEPOSIT

During the year the Company did not invite public deposits within the meaning of Section 58Aofthe Companies Act, 1956 and rules made thereunder.

DIRECTORS

The Board in its meeting held on 23rd May, 2014 has appointed Ms Roshani Maheshwari as an Additional Director as well as Independent Women Director of the Company, not liable to retire by rotation.

Further Shri Manish Sanghavi resigned from the post of Directorship. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company.

Further Mr. Suresh Singh Jain and Mr. Hiren Kamdar the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Companies Act, 2013 for proposal for appointment of Ms Roshani Maheshwari as a Director as well as Independent Director and all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Vijay Kothari, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

Attention of the members is invited to the relevant items in the Notice of the Annual General Meeting for seeking your approval for aforesaid appointments. The information required under Clause 49 (IV) ( G) of the Listing agreement is given in the Notice and explanatory statement annexed thereto as per Section 102 of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

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

I) That in the preparation of the annual accounts for financial year ended 31st March, 2014; the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

ii) That 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 financial year and of the profit of the Company for the year and review.

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

iv) That the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

The members are aware that M/s. R.S. Bansal & Company, Chartered Accountants Indore, have shown their unwillingness to continue as a auditor in the Company and given their resignation and M/s. Spark & Associates (formerly M/S. Harish Dayani & Co.) Chartered Accountants, Indore were appointed as a Statutory Auditor of the Company in the Extraordinary General Meeting held on 22nd Day of January, 2014. M/s. Spark & Associates, Chartered Accountants retire and being eligible, offer themselves for re- appointment in forthcoming Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Spark & Associates, Chartered Accountants, Indore, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next Annual General Meeting of the Company.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self-explanatory and do not call for any comments from the Directors.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975. The Company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges, Audit Committee Comprises of Ms. Roshani Maheshwari, Shri Hiren Kamdar, and Shri Suresh Singh Jain.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

It is matter of pleasure that Company got listed at nationwide terminal Bombay Stock Exchange Limited with effect from 21st March, 2014. Further Equity shares of the Company were already listed at Madhya Pradesh Stock Exchange Ltd., Indore. The Company has paid annual listing fee for financial year 2014-15 for both the stock exchanges.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co- operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, stakeholders, clients, business associates, regulatory authorities and bankers.

Place: Indore For and on behalf of the Board

Dated: 23/05/2014

Vijay Kothari Manish Tambi

DinNo.00172878 DinNo.00172883

Director Whole Time Director


Mar 31, 2013

The Directors hereby present the Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results:

Rs. In Lacs

Year Year ended 31/3/2013 ended 31/3/2012

Total Income 83.70 58.17

Total Expenditure 27.29 27.55

Profit before exceptional and extraordinary 56.41 30.62 items and tax

Exceptional item NPA 0.00 14.32

Profit/Loss before extraordinary item 56.41 44.94

Extraordinary item 0.00 0.00

Profit/Loss before tax 56.41 44.94

Provision for Income Tax 17.43 9.46

Profit/Loss after tax 38.98 35.48

Paid up Equity Share Capital 300.00 300.00

DIVIDEND

Looking at the consistent growth in performance of the company, your Directors are pleased to recommend a final dividend of 7% on the equity shares i.e. Re. 0.70/- per Equity Share of face value Rs.10/- for financial year 2012-2013 subject to Approval of the members in ensuing Annual General Meeting.

ISSUE OF FURTHER SHARES AND UTILIZATION OF FUND

The Members are aware that in Extra Ordinary General meeting held on 18th April, 2013 approval for issue of 2250000 equity shares was obtained and in continuation of the same and as per in principal approval letter received from the Madhya Pradesh Stock Exchange, Indore the Board of the directors of the company have allotted the 22,50,000 Equity shares on 25th April, 2013 to respective applicants for which full amount have received. Futher company has utilized the said money for the purpose of working capital requirement and to repay the unsecured loan of the company to minimize the interest liability and maximize the profitability of the company. In continuation of the same board of the Directors are further planning to issue 2250000 equity shares through preferential allotment to strategic investors subject to confirmation in ensuring annual general meeting and other appropriate authorities.

STATUTORY RESERVE

Being a Non Banking Finance Company, 20% of the profit has been transferred to statutory reserve of the company.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Manish Sanghvi, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re- appointment. Further Mr Manish Tambi was appointed as executive Director of the company subject to approval of the members of the company in ensuing Annual General Meeting of the company.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

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

i) That in the preparation of the annual accounts for financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that 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 financial year and of the profit of the Company for the year and review.

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

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

AUDITORS

M/s Shyam Nagori & Company, Chartered Accountants, Indore retiring and have informed that they do not wish to seek re-election as auditors at the ensuing Annual

General Meeting. The Board records its sincere appreciation and fruitful association with M/s M/s Shyam Nagori & Company, Chartered Accountants.

A Special notice has been received from member proposing the appointment of M/s R.S. Bansal & Company, Chartered Accountants, Indore as Statutory Auditors of the Company to hold office up to the conclusion of next Annual general meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

SECRETARIAL COMPLIANCE CERTIFICATE

As per requirement of Provision of section 383A of the Companies Act, 1956 a secretarial Compliance Certificate is annexed herewith.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Manish Tambi, Shri Hiren Kamdar, and Shri Suresh Singh Jain.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e-mail addresses available with the depositories or by obtaining directly from the shareholders.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

Equity shares of the company are listed on Madhya Pradesh Stock Exchange Ltd., Indore and company has paid annual listing fee for financial year 2013-14.

DEPOSITORY SYSTEM

Company''s shares are now tradable in electronic form and it has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co- operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates, regulatory authorities and bankers..

Place: Indore for and on behalf of the Board

Dated: 10.05.2013

Vijay Kothari Manish Tambi

Director Director


Mar 31, 2012

The Directors hereby present the Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

Financial Results:

Rs. In Lacs_

Year ended Year ended 31/3/2012 31/3/2011

Total Income 58.17 10.48

Total Expenditure 27.55 5.39

Profit before exceptional and extraordinary 30.62 5.09

items and tax___

Exceptional item NPA 14.32 -167.59

Profit/Loss before extraordinary item 44.94 172.68

Extraordinary item 0 0

Pforit/Loss before tax 44.94 172.68

Provision for Income Tax 9.46 0.95

Profit/Loss after tax 35.48 171.73

Paid up Equity Share Capital 300.00 300.00

DIVIDEND

Looking at the consistent growth in performance of the company, your Directors are pleased to recommend a final dividend of 4% on the equity shares i.e. Re. 0.40/ - per Equity Share of face value Rs.10/- subject to Approval of the members in ensuing Annual General Meeting.

PUBLIC DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Vijay Kothari, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer himself for re-appointment.

DIRECTOR''S RESPONSIBILITIES STATEMENT.

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

i) That in the preparation of the annual accounts for financial year ended 31st March, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that 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 financial year and of the profit of the Company for the year and review.

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

iv) that the Directors have prepared the annual accounts on a going concern basis. AUDITORS

M/s Shyam Nagori & Company, Chartered Accountants, Indore, retires and being eligible, offers them selves for re-appointment in forthcoming Annual General Meeting.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self- explanatory and do not call for any comments from the Directors.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Manish Tambi, Shri Hiren Kamdar, and Shri Suresh Singh Jain.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e-mail addresses available with the depositories or by obtaining directly from the shareholders.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

LISTING OF THE SHARES

Equity shares of the company are listed on Madhya Pradesh Stock Exchange Ltd., Indore and company has paid annual listing fee for financial year 2012-13.

DEPOSITORY SYSTEM

Company''s shares are now tradable in electronic form and it has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co- operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates, regulatory authorities and bankers..

Place: Indore for and on behalf of the Board

Dated: 25.05.2012

Vijay Kothari Manish Tambi Director Director


Mar 31, 2011

The Directors have pleasure in presenting their Annual Report on the Audited Accounts for the financial period ended on 31st March 2011.

1. FINANCIAL RESULTS AND OPERATION:

Particular Current Year Previous Year (Amt. in Rs.) (Amt. in Rs.)

Total Income 1048521.00 0.00

Less: Total Expenditure 539872 580107

Profit/Loss Before Tax 508649 -580107

Provision for NPA Reversal Back 16759424 11053436

Net Profit after provision for NPA Reversal 16823247 10473329 Back

Balance of Loss from Previous Year -20728801 -31202130

Balance Carried Forward to Balance Sheet -3905554 -20728801

2. BUSINESS REVIEW:

During the period, the Company was able to earn Total Income of Rs. 1048521 and earn a net profit after provision for NPA Reversal Back of Rs. 16823247 and the losses of Rs. 3905554 carried forwarded to the balance sheet. The authorised share capital of the Company is Rs. 5 crores. The Issued, Subscribed and Fully Paid-up Capital is Rs. 3 crores at the end of accounting period.

3. DIVIDEND :

Your Directors are pleased to recommend for your consideration payment of dividend on equity shares at 1% for the year ended 31st March 2011 aggregating to Rs. 300000/-.

4. PUBLIC DEPOSITS:

The Company being a Non Banking Financial Company the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 is not applicable. However the Company had accepted deposits from public.

5. MANAGEMENT:

During the year under review there is no change in the management of the Company and is duly constituted. However, Mr. Manish Sanghvi is liable to retire by rotation and offers himself for reappointment.

7. AUDITORS:

The present Auditors of the Company, M/s. Shyam Nagori & Co., Chartered Accountants, are reappointed as the auditors of the Company from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such recommendation as may be fixed by the Board of Directors of the Company.

8. NOTES ON CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

The Company''s registered office of the Company was shifted to 11/2, Usha Ganj, Jaora Compound,

Indore (M.P.) with effective from 15.01.2011.

9. AUDITOR''S REPORT:

The Auditors Report on the accounts for this accounting period ended on 31st March, 2011 is self- explanatory, therefore does not require any further explanation.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended with respect to Director''s responsibility statement and subject to where so ever otherwise contained in the Audit

Report, Your Directors hereby confirm.

1. That in the preparation of the annual accounts for the financial period ended on 31st March, 2011 the applicable accounting standards had been followed, along with proper explanation relating to material departures;

2. That the Director have 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 period ended and of the profit or loss of the Company for the period under review;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

11. PARTICULARS OF EMPLOYEES

The information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as the Company does not have any employee receiving Remuneration exceeding Rs. 24,00,000.00 per annum or Rs. 2,00,000.00 per month or part thereof.

12. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information in respect of Conservation of Energy as required U/s 217 (1) (e) of the Companies Act, 1956 read with the Companies (disclosure of particulars in the report of the Director) Rules, 1988 is not required to given.

The Company has no specific Research & Development department.

There was no foreign exchange earning & outgo in during the year.

13. LISTING OF SECURITIES:

The Equity Shares of the Company are listed with the Stock Exchange of Madhya Pradesh.

14. ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co- operation extended by the various statutory authorities, Banks, Shareholders and Employee of the Company.

Place : Indore For and on Behalf of the Board.

Date : 30th May, 2011. CHAIRMAN

 
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