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Directors Report of Arnold Holdings Ltd.

Mar 31, 2018

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2018.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2018 is as summarized below:-

(in Rs.)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Gross Turnover	30,61,82,430	37,52,80,408
Profit/(loss) before Taxation	54,82,046	17,46,399
Less: Provision for Taxation	16,24,820	4,72,728
Add: Provision for Deferred Tax Assets	5,960	1,749
Profit/(loss) after Taxation	38,63,186	12,75,420
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C	11,66,170 7,72,637	8,67,507 2,54,734
Add: Balance brought forward from previous year	1,88,60,873	1,87,07,694
Less: Proposed Dividend	NIL	NIL
Less: Dividend Tax	NIL	NIL
Balance carried to Balance Sheet	1,88,60,873	1,87,07,694

2. Dividend :-

The Board of Directors do not recommend any dividend for the financial year 2017-18 under report.

3. State of the Companyâs Affairs:-

The gross turnover for the financial year 2018 at Rs. 3061.82 Lakhs and last year 2017 it was Rs. 3752.80 Lakhs.The Profit before tax for FY 2018 was Rs. 54.82 Lakhs against as Rs. 17.46 Lakhs in FY-2017. The Profit after tax for FY 2018 was Rs. 38.63 Lakhs compared as Rs. 12.75 Lakhs in FY-2017.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.

The Companyâs current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.

4. Directors:-

Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

Mrs. Sarita Bhartia (DIN 01002622) was appointed as an Additional Director with effect from 8th August, 2018. She holds the office of Additional Director upto the ensuing Annual General Meeting. The Board wants to appoint her as a Non-executive Independent director from the same date for a period of 3 years. She is a Chartered Accountant (Membership no: 056122) having 31 years of experience in finance, taxation, compliance, audits. She is a woman who is result oriented and the Company will be benefitted from her great potential in the above fields.

The resolution seeking approval of the members for the appointment of Mrs. Sarita Bhartia have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Sopan Vishwanathrao Kshirsagar has been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Gajanan Uttamrao Mante has resigned from the board due to his personal reason w.e.f. 8th August, 2018.

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details of the familiarization programme are available on the website of the Company at http:// www.arnoldholdings.in. /investor relations/ Familiarisation_Programme_for_Independent_Directors.pdf.

Mr. GajananUttamraoMante and Mr. SopanVishwanathrao Kshirsagar, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Listing Regulations. Further, all the Directors meet the Fit and Proper criteria as per the policy of the Company and as stipulated by RBI pursuant to the revised regulatory framework notified during the year. The terms and conditions of appointment of Independent Director is also available on the website of the Company at http:// www.arnoldholdings.in./Management/ Appointment of Independent Directors.pdf.

The Directors of the Company have affirmed compliance with the Code of Conduct of the Company.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and re-appointment of Whole Time Director is being furnished in the Report on Corporate Governance.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. MahendraprasadMallawat - Whole Time Director

Mr. Mohandas Dasari - Whole Time Director

Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.

Mrs. Minaxi M. Chokasi - CFO

6. Directorsâ Responsibility Statement-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:-

i) That in the preparation of the accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have 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;

iii) 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, 2013, 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 for the financial year ended 31st March 2018 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.

7. Board Evaluation

The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at the meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

8. Subsidiary Company:

The Company does not have any subsidiaries during the year.

9. Meeting of the Board and committees thereof: Board Meeting:

Four meetings of the Board were held during the year, the details of which are disclosed in the Report on Corporate Governance forming part of the Annual Report of the Company.

Audit Committee:

The Company has constituted an Audit Committee comprising of Independent Directors. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance. Four meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Committee met four times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Director/Managing Director and Key Managerial Personnel and the remuneration packages payable to them. The Nomination and Remuneration Committee met two times during the year. The composition, terms of reference and details of meeting held during the year are disclosed in the Report on Corporate Governance.

10. Internal financial control systems and their adequacy:-

The Internal Financial Controls with reference to financial Statements as designed and implemented by the company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the company for inefficiency or inadequacy of such controls. The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.

11. Auditors& Auditors Report

The statutory auditors of the company M/S Amit Ray& CO ( Firm Registration No. 000483C) , Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditorsâ Report are self- explanatory and do not call for any further comments.

The Audit report does not contain any qualification, reservations or adverse remarks.

12. Managementâs Discussion and Analysis Report:-

The Managementâs Discussion and Analysis Report(Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.

13. Corporate Governance:-

As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.

14. Secretarial Auditor report:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. S Pardeshi & Associates (CP No. 8485), to conduct Secretarial Audit for the financial year 2017-18.

Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.

The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.

15. Particulars of Loans, Guarantees and Investment.

The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

16. Related Party Transactions.

All the related party transaction entered into during the financial year was not on the armâs length basis and were in the ordinary course of Companyâs business. The Companyâs has not entered into any contracts, arrangements or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure IV to this report.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Gajanan Uttamrao Mante

Dr. Sopan Vishwanathrao Kshirsagar

Mrs. CA. Gazala Kolsawala

Mrs. Soniya Agarwal

Mrs. Minaxi M. Chokasi

b) Details of transactions:

Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 45,500/

Mr. Mohandas Dasari Rs. 27,500/

Mrs. CA. Gazala Kolsawala Rs.40,050/-

Detail of Salary: Mrs. Soniya Agarwal Rs. 3,66,000/

17. RBI guidelines:

The Company is registered as Non deposit taking Company systemically important Non-Banking Finance Company with RBI. Accordingly during the year the Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2017-2018.

18. Dematerialization of Equity Shares: Equity Shares of the Company are compulsorily tradable in electronic form. As on March 31, 2018, 100% of the Equity Shares are held in electronic form only.

19. Secretarial standards of ICSI:

The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same.

20. Extract of Annual Report:

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.

21. Particulars of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. Fixed Deposits:-

During the year under review, the Company has not accepted any deposits as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

23. Vigil Mechanism/Whistle Blower Policy:-

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. The details of the same are explained in the Report on Corporate Governance. The Whistle Blower Policy may be accessed on the Companyâs website athttp://www.arnoldholdings.in/investor relations/Policies/ Whistle_Blower_Policy.pdf.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil

Foreign Exchange Used - Rs. Nil

25. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2018-2019 and she is being eligible for re- appointment.

26. Human Resources:

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.

27. Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

28. Business Development:

During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

29. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

30. Material Changes and Commitments:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

30. Acknowledgments:-

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companyâs bankers for the ongoing support extended by them.

The Directors also place on record their sincere appreciation for the continued support extended by all the stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and resulting in successful performance during the year.

On behalf of the Board of Directors,

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat Mohandas Dasari

Whole Time Director Whole-Time Director

DIN - 00720282 DIN - 05105936

Place : Mumbai

Date : 30th May, 2018

Mar 31, 2016

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditorsâ Report for the year ended 31st March, 2016.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2016 is as summarized below:-

(in Rs.)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Gross Turnover	25,85,01,560	32,86,39,968
Profit/(loss) before Taxation	85,96,544	12,319,438
Less: Provision for Taxation	20,65,795	21,16,807
Add: Provision for Deferred Tax Assets	12,813	11,362
Profit/(loss) after Taxation	65,43,562	1,02,13,993
Less: Provision Against Standard Assets Less : Transferred to Reserve Fund 45-1C	9,83,387 13,08,712	1,003,870 2,051,820
Add: Balance brought forward from previous year	1,44,56,231	10,210,817
Less: Proposed Dividend	NIL	2,506,250
Less: Dividend Tax	NIL	406,639
Balance carried to Balance Sheet	1,87,07,694	1,44,56,231

2. Dividend :-

The Board of Directors do not recommend any dividend for the financial year 2015-16 under report.

3. State of the Companyâs Affairs:-

The gross turnover for the financial year 2016 at Rs. 2585.02 Lakhs and last year 2015 it was Rs. 3286.40 Lakhs. The Profit before tax for FY 2016 was Rs. 85.96 Lakhs against as Rs. 123.19 Lakhs in FY-2015. The Profit after tax for FY 2016 was Rs. 65.44 Lakhs compared as Rs. 102.14 Lakhs in FY-2014.This has come due to companyâs health interest margins, operating efficiencies and prudent risk management.

4. Directors:-

Mrs. Gazala Kolsawala retires by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

Mr. Mahendraprasad N. Mallawat is being re-appointed as the Whole Time Director of the Company for a further Period of 5 years with effect from 12th August, 2016 and the necessary resolution In this regard is being proposed at the ensuing Annual General Meeting for the approval of the Members.

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao Kshirsagar, have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. Sopan Vishwanathrao who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. Mahendraprasad Mallawat - Whole Time Director

Mr. Prasenjit Goswami-Whole Time Director

Mrs. CA. Gazala Kolsawala-Whole Time Director

Mrs. Soniya Agarwal - Company Secretary and Compliance Officer.

6. Directorsâ Responsibility Statement-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:-

i) That in the preparation of the accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2016 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.

7. No. of Board Meetings

Five meetings of the Board were held during the year. For details of the meetings of the board please refer to the corporate governance report which forms the part of this report.

8. Board Evaluation

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

9. Policy on Directorâs Appointment and Remuneration and Other Details:

The Nomination and Remuneration Committees lays down the criteria for Directorâs appointment and remuneration including criteria for determining qualification, positive attributes and independence of the Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

- The candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.

- The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.

- The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and

- The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Companyâs business.

10. Subsidiary Company:

The Company does not have any subsidiaries during the year.

11. Familiarization Program for Independent Directors:

Details of the familiarization program for independent directors are disclosed on the website of the Company www.arnoldholdings.in.

12. Meeting of the Board and committees thereof:

The information has been furnished under report on Corporate Governance, which is annexed.

13. Internal financial control systems and their adequacy:-

The details in respect of internal financial control and their adequacy are included in the Management Discussion & analysis, which forms part of this report.

14. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance, which forms the part of this report.

15. Auditors& Auditors Report

The statutory auditors M/S JAIN PRADEEP & CO, Chartered Accountants (Firm Registration No. 315109E), have intimated their unwillingness to be reappointed as the Auditors of the Company.

This change is in order to uphold the principles of governance and recognition of the regulatory changes in India. In view of the above, the Audit committee has considered the qualifications and experience of M/s. Amit Ray & Co., Chartered Accountants (FRN 000483C) and proposed them as Statutory Auditors and has recommend their appointments.

The Board of Directors has also considered the matter and recommends the passing of ordinary resolution appointing M/s. Amit Ray & Co. , Chartered Accountants, Statutory Auditors in place of the Retiring Auditors M/s. Jain Pradeep & Co. Chartered Accountants.

The Board places on record its appreciation for the contribution of M/s. Jain Pradeep & Co., Chartered Accountants, and retiring Auditors during their long association with the company.

16. Managementâs Discussion and Analysis Report:-

The Managementâs Discussion and Analysis Report (Annexure I) forms an integral part of this report and gives detail of the overview, industry structure an developments, different product groups of the company, operational performance of its various business segments.

17. Corporate Governance:-

As Per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure-II) together with a certificate of its compliance from a Practicing Company secretary , forms part of this report.

18. Secretarial Auditor report:

Secretarial Audit report issued by M/s. S Pardeshi & Associates, Company Secretaries in Form MR-3 forms part of this report Annexure-III.

The said report doesnât contain any observation or qualification requiring explanation or adverse remarks.

19. Particulars of Loans, Guarantees and Investment.

20. Related Party Transactions.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company www.arnoldholdings.in.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Prasenjit Goswami

Mr. Dinesh Kumar Gupta

Mr. GajananUttamraoMante

Dr. SopanVishwanathraoKshirsagar

Mrs. CA. Gazala Kolsawala

Mrs. Soniya Agarwal

b) Details of transactions:

Directorâs remuneration: - Mr. Mahendraprasad Mallawat Rs. 5, 63,000/Mrs. CA. Gazala Kolsawala Rs. 3, 87,000/Detail of Salary: Mrs. Soniya Agarwal Rs. 2, 70,000/

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2015-2016. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Committee which meets monthly to review its ALM risks and opportunities.

22. Secretarial standards of ICSI:

23. Extract of Annual Report:

24. Particulars of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Fixed Deposits:-

During the year under review, the Company has not accepted any deposits as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

27. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2016-2017 and she is being eligible for reappointment.

28. Human Resources:

29. Business Development:

During the year, the Business Development Group (âBDGâ) initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

30. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

31. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors,

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat Gazala Kolsawala

Whole Time Director Whole-Time Director

DIN - 00720282 DIN - 07133943

Place : Kolkata

Date : 30th May, 2016

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2015.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2015 is as summarized below:-

(In Rs.)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Gross Turnover 32,86,39,968 91,545,980

Profit/(loss) before Taxation 12,319,438 1,14,52,925

Less: Provision for Taxation 21,16,807 19,54,260

Add: Provision for Deferred Tax Assets 11,362 10,407

Profit/(loss) after Taxation 1,02,13,993 95,09,072

Less: Provision Against Standard Assets 1,003,870 10,18,259

Less: Transferred to Reserve Fund 45-1C 2,051,820 18,62,090

Add: Balance brought forward from previous 10,210,817 64,94,983 year

Less: Proposed Dividend 2,506,250 25,06,250

Less: Dividend Tax 406,639 4,06,639

Balance carried to Balance Sheet 1,44,56,231 10,210,817

2. Dividend:-

Your Directors are pleased to recommend for approval of Shareholders, a maiden dividend of Rs. 0.10 per share (i.e. 5%) on Equity Shares of the face value of Rs. 2/- each.

3. State of the Company's Affairs:-

The gross turnover for the financial year 2015 at Rs. 3286.40 Lakhs and last year 2014 it was Rs. 915.46 Lakhs. The Profit before tax for FY 2015 was Rs. 123.19 Lakhs against as Rs. 114.53 Lakhs in FY-2014an increase of 7.57% over the previous year. The Profit after tax for FY 2015 was Rs. 102.14 Lakhs compared as Rs. 95.09 Lakhs in FY-2014 an increase of 7.41% over the previous year.

This has come due to company's health interest margins, operating efficiencies and prudent risk management.

The Company's current provisioning standards are more stringent than Reserve Bank of India (RBI) prudential norms. In line with its conservative approach, the Company continues to strengthen its provisioning norms beyond the RBI regulation by accelerating the provisioning to an early stage of delinquencies based on the past experience and emerging trends.

4. Directors:-

Pursuant to Sections 149 of the Companies Act, 2013 Mr. Dinesh Kumar Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan VishwanathraoKshirsagar, have been appointed as Independent Directors for a period of five years till 31st March, 2019 at the annual general meeting held on 29th September, 2014.

Mr. Dinesh Kumar Gupta, Mr. Gajanan Uttamrao Mante and Mr. Sopan Vishwanathrao who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Mrs. CA. GazalaKolsawala was appointed as an Additional Director with effect from 25th March, 2015. The Board has appointed her as an executive director from the same date for a period of 3 years. She is a Chartered Accountant (Membership no: 047323) having 20 years of experience in finance, taxation, compliance, audits. She is a woman who is result oriented and the Company will be benefitted from her great potential in the above fields.

The resolution seeking approval of the members for the appointment of Mrs. CA Gazala Kolsawala have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them.

The brief note on Director retiring by rotation and eligible for re- appointment as well as Independent Directors and Additional Director being appointed is being furnished in the Report on Corporate Governance.

5. Key Managerial Personnel

During the year under the report, the Company has appointed following persons as Key Managerial Personnel.

Mr. MahendraprasadMallawat - Whole Time Director

Mr. PrasenjitGoswami-Whole Time Director

Mrs. CA. GazalaKoIsawala-Whole Time Director

Mrs. SoniyaAgarwal - Company Secretary and Compliance Officer.

6. Directors' Responsibility Statement:-

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to

Directors Responsibility Statement, it is hereby confirmed:-

i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have 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;

iii) 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, 2013, 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 for the financial year ended 31st March 2015 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.

7. No. of Board Meetings

Eleven meetings of the Board were held during the year. For details of the meetings of the board please refer to the corporate governance report which forms the part of this report.

8. Board Evaluation

The Nomination and Remuneration Committees lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for the performance evaluation is based on the various parameters like attendance and participation at tire meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, busiiress performance and contribution to the enhancement of brand image of the Company.

The Board has carried out the evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

9. Policy on Director's Appointment and Remuneration and Other Details:

The Nomination and Remuneration Committees lays down the criteria for Director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of the Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

* The candidate should posses the positive attributes such as Leadership, Entrepreneurship, Business Advisor or such other attributes which in the opinion of the Committee are in the interest of the Company.

* The candidate should be free from any disqualifications as provided under Section 164 and 167 of the Companies Act, 2013.

* The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment of an independent director; and

* The candidate should posses appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

10. Internal financial control systems and their adequacy:-

The details in respect of internal financial control and their adequacy are included in tire Management Discussion & analysis, which forms part of this report.

11. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance, which forms the part of this report.

12. Auditors& Auditors Report

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

13. Credit Ratings:

Due to economic environment, the Company is under- going the process of acquiring the credit rating owing to high capital adequacy, strong promoter support, and robust asset liability management.

Care Rating (the credit rating agency) is conducting tire process of rating tire Company, as these ratings indicate highest degree of safety with regard to timely payment of interest and principal.

14. Share Capital

During Financial Year 2014-2015, the Company has undergone the process of sub- division of share from Rs. 10/- per share to Rs. 2/- per share with effect from 18th April, 2015.

15. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure I.

16. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report as Annexure II.

17. Secretarial auditor report:

The secretarial report does not contain any qualification, reservations or adverse remarks. Report of the Secretarial auditor is given as an Annexure III which forms the part of this report.

18. Risk Management.

Pursuant to the Section 134 of the Companies Act, 2013, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are provided in the Report on Corporate Governance.

19. Particulars of Loans, Guarantees and Investment.

The Company has not given any loans or guarantee or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

20. Related Parly Transactions.

All the related party transaction entered into during the financial year was not on the arm's length basis and were in the ordinary course of Company's business. The Company's has not entered into any contracts, arrangements or transaction with any related party which could be considered as material within the meaning of clause 49 of the listing agreement.

All the related party transactions are placed before the Audit Committee as well as the Board for approval on the quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board on an annual basis for repetitive transactions.

Related party transactions under Accounting Standards AS- 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC- 2 pursuant to clause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules, 2014 is furnished as Annexure IV to this report.

Disclosure of Related Party/ Related Party Transactions:

a) Key Managerial Persons:

Mr. Mahendraprasad Mallawat

Mr. Prasenjit Goswami

Mr, Dineslr Kumar Gupta

Mr. Gajanan UttanrraoMante

Dr. SopanVishwanathraoKshirsagar

Mrs. CA. GazalaKolsawala

Mrs. SoniyaAgarwal

b) Details of transactions:

Director's remuneration: - Mr. MahendraprasadMallawat Rs. 5,100, 04/-Mrs. CA. GazalaKolsawalaRs. 18,000/-Detail of Salary: Mrs. SoniyaAgarwaI Rs. 2, 40,800/-

21. RBI guidelines:

The Company is registered with RBI. The Company has complied with and continues to comply with all applicable Laws, Rules, Circulars, Regulations, norms and standards laid down by the Reserve Bank of India (RBI) during the Financial Year 2014-2015. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Committee which meets monthly to review its ALM risks and opportunities.

22. Secretarial standards of ICSI:

The Institute of Company Secretaries of India (ICSI) has on 23 April 2015, notified the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) to be effective from 1 July 2015. The Company is complying with the same,

23. Extract of Annual Report:

In accordance with the requirements of Section 92(3) of the Companies Act, 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT- 9 is furnished as Annexure V to this report.

24. Particulates of Employees:-

None of the employees were in the category of the limits specified Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Fixed Deposits:-

During the year under review, the Company has not accepted any deposits as such no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134 of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil

Foreign Exchange Used - Rs. Nil

27. Appointment of Internal Auditor

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rule, 2014, Mrs. Soniya Agarwal who is the Company Secretary and compliance officer of the Company has been appointed has the internal auditor of the Company for the financial year 2015-2016 and she is being eligible for re- appointment.

28. Human Resources:

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. The Company has a planning tool that provides an integrated means of identifying, selecting, developing and retaining top talent within the organization. Focus on Behavioral and Leadership traits through Learning & Development interventions, job rotation is planned for the employees who constitute the Talent Pool.

29. Business Development:

During the year, the Business Development Group ("BDG") initiated opportunities and harnessed its extensive relationship network within and outside the Company, to benefit the business.

30. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and operation of the Company in future.

29. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors

For Arnold Holdings Limited For Arnold Holdings Limited

Mahendraprasad Mallawat GazalaKoIsawala Whole time Director Director DIN- 00720282 DIN: 07133943

PIace:-Kolkata Date: 29th day of May, 2015

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31st March, 2014.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below :-

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Turnover 79396029 442320650

Profit/(loss) before Taxation 11452925 10256607

Less : Provision for Taxation 1954260 1786290

Add : Provision for Deferred Tax Assets 10407 228639

Profit/(loss) after Taxation 9509072 8698956

Less : Provision Against Standard Asset 1018259 1862090

Less : Transferred to Reserve Fund 45-1C 972172 1739791

Add : Balance brought forward from previous year 6494983 3420880

Less : Proposed Dividend 2506250 2506250

Less : Dividend Tax 406639 406639

Balance carried to Balance Sheet 10210817 6494984

2. Dividend :-

Your Directors are pleased to recommend for approval of shareholders, a maiden dividend of Rs. 0.50 per share (i.e. 5%) on Equity Shares of the face value of Rs.10/- each.

3. Directors :-

In terms of the Articles of Association of the Company, Mr. Mahendraprasad Mallawat,Whole Time Director of the Company, retires by rotation and is eligiblere-appointment at the ensuing Annual General Meeting.

Pursuant to Sections 149, 150 & 152 of the Act, read with Companies (Appointment and qualification of Director ) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. PrasenjitGoswami, Mr. Dinesh Kumar Gupta, Mr. GajananUttamraoMante and Mr. SopanVishwanathrao, existing Directors as Non-Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice from Members proposing their candidature for appointment as an Independent Director and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

4. Directors'' Responsibility Statement :-

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

i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have 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;

iii) 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;

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

5. Auditors And Auditors'' Report:-

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer them for reappointment.

The Company has received a letter from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and they are not disqualified for re- appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

6. Listing of Equity Shares:-

Your Directors are pleased to inform you that the Equity Shares of the Company had listed on The Bombay Stock Exchange Ltd (BSE) on 23rd December, 2013 under Script Code 537069. Now, Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. (BSE) & The Calcutta Stock Exchange Ltd. (CSE).

7. Particulars of Employees:-

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956,

8. Fixed Deposits:-

Your company has not accepted any deposits under section 58A& 58AA of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non-Banking Financial Company.

9. Management''s Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report. as Annexure I.

10. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report. as Annexure II.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil

12. Employer Employee Relationship:-

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. Acknowledgments:-

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, places on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On behalf of the Board of Directors, For Arnold Holdings Limited Sd/- Mahendraprasad Mallawat DIN - 00720282 Kolkata, 30th May, 2014 Whole Time Director

Mar 31, 2013

Dear Shareholders

The Directors have pleasure in presenting the Thirty First Annual Reprot to gether with the Audited Accounts for the year ended 31st March 2012

FINANCIAR HIGHLIGHTS

The working result of the Company for the year ended stand as under:-

Particulars

Rs. Rs. Year ended 31.03.2013 Year ended 31.03.2012 Less: Provision for Taxation 1786290

Add: Provision for Deferred Tax

Assets 228639 00

Less: Provision Against Standard 97272 452082

Assets

Less : Transferred to Reserve Fund 1739791 175847

"Add: Balance brought forward from 3420880 6092465 previous year

2506250 2506250

Balance carried to Balance Sheet 6901622 3420880

DIRECT0R'' RESPONSIBILITY STATEMENT

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

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

ii) That the Directors have 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;

iii) 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;

iv) That the Directors have prepared the annual accounts for the financial year ended 31 March 2013 on a going concern basis.

AUDITORS:

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer themselves for reappointment.

LISTING OF EQUITY SHARES:

The equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

DEMATERIALIZATION OF SHARES OF YOUR COMPANY. "

The Company had entered into an arrangement with National Depository Limited and Central Depository Services (India) Limited for dematerialization of its equity shares and all of its equity shares have been dematerialized.

EMPLOYEES

None of the employees were in the category of,the limits specified under section 217(2A) of the Companies Act, 1956,

DEPOSITS

-our company has not accepted any deposits under section 58A of The Companies Act, 1956. from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

STATUTORY INFORMATION

The company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.

AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted Ian Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

EMPLOYER EMPLOYEE RELATIONSHIP

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Dated : 30/05/2013 On Behalf of the Board

Place: Kolkata Chairman

Mar 31, 2012

Dear Shareholders

The Directors have pleasure in presenting the Thirtieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL HIGHLIGHTS.

The working result of the Company for the year ended stand as under:-

Particulars Rs. Rs. Year ended 31.03.2012 Year ended 31.03.2011

Profit/(loss) before Taxation 1272406 838338

Less: Provision for Taxation 393174 258917

Less: Provision for Deferred Tax

Assets 00 00

Profit/(loss) after Taxation 879233 579421

Less: Provision Against Standard 462082 00

Assets

Less : Transferred to Reserve Fund 175847

Add: Balance brought forward from 6092465 8406509 previous year

Less: Proposed Dividend 2506250 2506250

Less: Dividend Tax 406639 387215

Balance carried to Balance Sheet 3420880 6092465

2. DIVIDEND

Based on Company''s performance,. your Directors are pleased to recommend for approval of shareholders, a maiden dividend of Rs. 0.50 pr share (i.e. 5%) of the face value of Rs.10/- each. F 3. DIRECTORS

Mr. Rohan Nahata retire by rotation, though being eligible, do not offer himself for reappointment and Mr. Dinesh Gupta appointed as a director. Mr. Mahendra Prasad Mallawat & Mr. Prasanjeet Goswami retire by rotation, being eligible offer themselves for reappointment.

4.DIRECTOR'' RESPONSIBILITY STATEMENT

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

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

ii) That the Directors have 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;

iii) 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;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

1. AUDITORS: |

The statutory auditors of the company M/S JAIN PRADEEP & CO, Chartered Accountants, retire at the conclusion of this Annual General Meeting of the company and being eligible for Re-Appointment offer themselves for reappointment.

1 LISTING OF EQUITY SHARES:

The equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

DEMATERIALIZATION OF SHARES OF YOUR COMPANY.

The Company had entered into an arrangement with National Depository Limited and Central Depository Services (India) Limited for dematerialization of its equity shares and all of its equity shares have been dematerialized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956,

9. DEPOSITS

Your company has not accepted any deposits under section 58A of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non anking Financial Company.

10. STATUTORY INFORMATION

The company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP

The Company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

14. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your Directors, place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Registered Office: By Order of the Board

255, Rabindra Sarani,

4th Floor

Kolkata-700007 Director

Dated: 3rd Day of September, 2012

Mar 31, 2011

Dear Shareholders

The Director have in Presenting the Twenty Ninth Annual Report of the Company Together with the Audited Accounting for the year ended 31st March 2011.

FINANCEAL HIGHLIGHTS

The Working of the Year ended stand as under

Particulars Rs. Rs.

Year ended 31.03.2011 Year ended 31.03.2010

Profit (loss) Before Taxation 838338 47209

Less Provision for Taxtion 25917 14590

Less Provision for Deferread Tax Assets 00 120

Profit (loss) aftear Taxation 579421 92739

Less Transfer to reseeund 00 65241

Balance carried to Balanc Sheet 89855930 8406509

DIVIDEND

Based on Company s Performannce Your Director are plaed to recommend for approval of Sharehoulder maiden dividend of Rs0.50 pr (%5) of the face value Rs.10 Each

DIRECTORS

Mr.Deepak kumar jhawar retire by rotion thought eling dont offer himsilef for reappiont Mr. Rohan Nahatin Rave Agarwal offer Themselaeam for reaappion.

AUDITORTS

M/S Agrawal S.K Kumar & Association Chareted Accountants holden the office till the Conclsion of this Annual General Meeting Thount does not Contiong as Statuory auditors of the Company annual Meeting.

DEMATERIZATION OF SHARES OF YOUR COMPANY

the Company had endead into an arrangmaent with Nation Dalimnted Part of ots equity shares have been dematerialized.

Registered Office: By Order of the Board

255, Rabindra Sarani,

4th Floor

Kolkata-700007 Director

Dated: 3rd Day of September, 2011

Mar 31, 2010

Dear Shareholders

The Directors have pleasure in presenting the Twenty-eighth , Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL HIGHLIGHTS

The working result of the Company for the year-ended stand as under:

(Rs) (Rs)

Particulars Year ended Year ended 31.03.2010 31.03.2009

Profit/(Loss) before Taxation 35586.71 13468.65

Less: Provision for Taxation 10997.00 17888 00

Less: Provision for Fringe Benefit Taxation - 1000 00

Less: Provision for Deferred Taxation - 15177 00

Profit/(Loss) after Taxation 24589.71 (20596.35

Less: Transfer to Reserve Fund 4917 94 -

Add: Balance brought forward from previous 8360621.84 8381218 19

year ''

Balance carried to Balance Sheet 8380293.61 8360621.84

2. DIVIDEND

In view of marginal profit earned by the Company, the Directors have decided not to recommend any dividend for the year.

3. DIRECTORS

Mr. Ravi Agarwal retires by rotation and being eligible, offers himself for reappointment.

4. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March,2010 the applicable accounting standards have been followed dong with proper explanation relating to material. departures,

ii) That the Directors have 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.

iii) 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.

iv) That the Director have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

5. AUDITORS

Agarwal S.Kumar & Associates chartered Accountants hold the office still the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment your directors recommend their reappointment.

6. LISTING OF EQUITY SHARES

The Equity Shares of the company are listed on The Calcutta Association Ltd.

7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY

The company had entered into an arrangement with national Depository Limited and control Depository services (India) Limited and part off''s equity shares have been denationalized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2 A) of the Companies Act, 1956.

9. DEPOSITS

Your company has not accepted any deposits under section 58A of The Companies Act 1956, from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

10. STATUTORY INFORMATION

The Company being basically in the financial sector, requirement regarding the tour of particulars of conservation of energy and technology absorphon prescribed by the rules is not applicable.

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the commute as been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP

The company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

13. FOREIGN EXCHANGE

The Company had no foreign exchange outflow or inflow during the year under review.

acknowledgements

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your directors place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

On Behalf of the Board

Dated: 22 Day of August 2010

Place: Kolkata

Chairman

Mar 31, 2009

Dear Shareholders

The Directors have pleasure in presenting the Twenty-seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2009.

1. FINANCIAL HIGHLIGHTS

The working result of the Company for the year-ended stand as under.

(Rs.) (Rs.) Year ended Year ended Particulars 31.03.2009 31.03.2008

Profit/(Loss) before Taxation 35586.71 13468.65

Less: Provision for Taxation 10997.00 17888.00

Less: Provision for Fringe Benefit Taxation - 1000.00

Less: Provision for Deferred Taxation - 15177.00

Profit/(Loss) after Taxation 24589,71 (20596.35)

Less: Transfer to Reserve Fund 4917.94 -

Add: Balance brought forward from previous 8360621.84 8381218.19

Balance carried to Balance 8380293.61 8360621.84

2. DIVIDEND

In view of marginal profit earned by the Company, the Directors have decided not t recommend any dividend for the year.

3. DIRECTOR

Mr. Praveen Murarka retires by rotation and being eligible, offers himself reappointment.

4. DIRECTOR''S RESPONSIBILITY STATEMENT

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

i) That in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have 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;

iii) 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;

iv) That the Directors'' have prepared the annual accounts for the financial year ended 31st March 2009 on a going concern basis.

5. AUDITORS

Agrawal S. Kumar & Associates, Chartered Accountants, hold the office till the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment. Your directors recommend their reappointment.

6. LISTING OF EQUITY SHARES

The Equity Shares of the company are listed on The Calcutta Stock Exchange Association Ltd.

7. DEMATERIALIZATION OF SHARES OF YOUR COMPANY

The company had entered into an arrangement with National Depository Limited and Central Depository- Services (India) Limited for dematerialization of its equity shares and part of its equity shares have been dematerialized.

8. EMPLOYEES

None of the employees were in the category of the limits specified under section 217(2A) of the Companies Act, 1956.

9. DEPOSITS

Your company has not accepted any deposits under section 58 A of The Companies Act, 1956, from the public or its stakeholders in the last fiscal as a Non Banking Financial Company.

1O. STATUTORY INFORMATION _

The Company being basically in the financial sector, requirement regarding the disclosures of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable. .

11. AUDIT COMMITTEE

The Company pursuant to Companies Amendment Act 2000 has constituted an Audit Committee u/s 292A of the Companies Act 2000. The Analysis of the Committee has been given elsewhere under the report of Corporate Governance.

12. EMPLOYER EMPLOYEE RELATIONSHIP |

The company maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the period under review.

14. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors & Bankers. Your Directors are also thankful to its clients for their continued faith and support reposed in us. Last but not the least, your directors'' place on record their sense of appreciation of the valuable contribution made by the employees of the Company.

Dated: 22nd Day of August 2009 On Behalf of the Board

Place: Kolkata

Chairman

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