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Directors Report of BFL Asset Finvest Ltd.

Mar 31, 2019

The directors are pleased to present the 24^th Annual Report of your Company together with the audited Financial Statements for the Financial Year 2018-19.

I. COMPANYâS PERFORMANCE

The Companyâs financial highlights for the financial year ended on 31st March, 2019 are summarized below:

(Amount in Rs.)

Particulars	F.Y. 2018-19	F.Y. 2017-18
Total Revenue	6,17,94,266/-	57,43,754/-
Less: Total Expenditure	6,07,40,905/-	48,63,950/-
Profit / (Loss) before Taxation	10,53,360/-	8,79,804/-
Tax expenses	2,64,124/-	5,50,462/-
Profit / (Loss) after Tax	7,89,236/-	3,29,342/-

II. PERFORMANCE REVIEW AND STATE OF COMPANYâS AFFAIRS

The Companyâs main business is dealing in shares, securities, futures and options.

The net receipts from operations during the year under review were Rs. 6,17,94,266/- as against Rs. 57,43,754/-in the previous year. The profit after tax is Rs.7,89,236/-/-as against Rs. 3,29,342-/in the previous year.

The Company has recorded a growth in revenue and profit during the year under review.

III. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended on 31st March, 2019.

IV. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 (hereinafter referred as âActâ), read with Rule 12 of the Companies (Management and administration) Rules, 2014 as amended, an extract of Annual Return in form MGT-9 as on March 31, 2019 has been prepared and enclosed as Annexure -I which forms part of this report.

The above referred extract of Annual Return in form MGT-9 as on March 31, 2019 is available on the website of the Company and can be accessed at http://www.bflfin.com/corporate-govrnance/#tab-id-7

V. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at 1, Tara Nagar, Ajmer Road, Jaipur -302006 (Rajasthan). During the year under review,4 (Four) Board Meetings were held on May 15, 2018; August 09, 2018;November 13, 2018 andJ anuary 31, 2019.The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âRegulationsâ).

The details of board and committee meetings held during the financial year ended 31st March, 2019 and attendance thereto are set out in the Corporate Governance Report enclosed as Annexure VI which form a part of this report.

VI. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The company has received necessary declaration from each of the Independent Directors of the Company that they meet the criteria of independence as provided under section 149(7) of the Act and Regulation 16 (b) and 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âRegulationsâ) in respect of their position as an âIndependent Directorâ of BFL Asset Finvest Limited(Formerly known as BFL Developers Limited).

In compliance with the regulations and act, the company has framed and adopted a code of conduct and ethics (âthe codeâ). The code is applicable to the members of the board, the executive officers and all the employees of the company.

All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the financial year ended on March 31, 2019.

VII. DIRECTORâS APPOINTMENT CRITERIA AND REMUNERATION POLICY ETC.

The board has formulated policy on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as mandated under Section 178 (3)/(4) of the Act and Regulation 19 read with Part D of Schedule II of the Regulations, is available on the website of the Company and can be accessed at http://www.bflfin.com/wp-content/uploads/2018/02/Nomination-and-Remuneration-Policy Website.pdfand also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

(a) To review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Companyâs corporate strategy, with the objective to diversify the Board;

(b) To identify individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

(d) To make recommendations to the Board on the remuneration payable to the Directors / KMPs /Senior Officials so appointed /reappointed;

(e) To assess the independence of independent directors;

(f) such other key issues/matters as may be referred by the Board or as may be necessary in view of the regulations and provision of the Actand Rules thereunder.

(g) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

(h) To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(i) To devise a policy on Board diversity;

(j) To develop a succession plan for the Board and to regularly review the plan;

(h) Performance Evaluation of every Director, Key Managerial Personnel and Senior Management Personnel

VIII. AUDITORS & AUDITORâS REPORT

1. Statutory Auditors & Audit Report

M/s. Khilnani& Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur were appointed as Statutory Auditors to hold office till the conclusion of the 25^thAnnual General Meeting of Company.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written certificate from M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C) to the effect that they confirm with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the said Act.

As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7th May, 2018, there is no requirement for ratification of appointment of statutory auditors at every AGM and therefore, the board has not proposed the ratification of appointment of the said auditor at the ensuing AGM.

The Financial Statements and the Auditorâs Report for the financial year ended on 31st March, 2019 are free from any qualification, reservation or adverse remarks; further the notes on accounts are self-explanatory. The Auditorsâ Report is enclosed with the financial statements in this annual report.

2. Secretarial Auditor& SecretarialAudit Report

As per Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of aforementioned, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, (Firm Registration No. P1984RJ039200) were appointed as secretarial auditors to conduct the secretarial audit of the Company for the financial year 2018-19.

Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries in Practice, in respect of the secretarial audit of the Company in Form MR-3 for the financial year ended on 31st March, 2019, is given in Annexure II to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2019 is free from any qualification, reservation or adverse remark.

Further, the Board in its meeting held on May 28, 2019 has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2019-2020.

3. Internal Auditor

Pursuant to Section 138 of the Actr ead with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shankar Khandelwal& Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) was appointed to conduct the Internal Audit of the Company for the financial year 2018-19.

The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

The Board in its meeting held on May 28, 2019 has re-appointed M/s Shiv Shankar Khandelwal & Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) as the Internal Auditor of the Company for the financial year 2019-20.

IX. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Act loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company(NBFC) registered with Reserve Bank of India, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. However the same are mentioned in the Note No.6 of audited financial statement for the financial year ended on March 31, 2019.

X. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on armâs length basis. Relevant Form for disclosure of particulars of contracts/arrangements/Transactions entered into by the company with related parties referred to in sub-section (1) of section 188 of the Actis given in Annexure III to this Report. The Companyâs Policy on Materiality of Related Party Transactions is put up on the companyâs website and can be accessed athttp://www.bflfin.com/wp-content/uploads/2018/02/P0LICY-0N-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

XI. TRANSFER TO RESERVES:

Reserve and Surplus account as at March 31, 2019 of your company increased by3.19 % to Rs.2,55,15,179/- as against Rs.2,47,25,943/-in the previous financial year. Your Company has proposed to transfer to Special Reserve 20% of the profit in compliance with the extent norms of Reserve Bank of India (RBI).

The board does not propose to transfer any amount to General Reserve.

XII. RBI COMPLIANCES:

The company has complied with all the provisions of Master Direction - NonBanking Financial Company -Non-Systemically Important Non-Deposit taking Company (Reserve Bank) Directions, 2016.

XIII. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY/CHANGE IN THE NATURE OF BUSINESS

In pursuance to Section 134 (3) of the Act, No material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the company.

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

1. Particulars with respect of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information required under Section 134(3) (m) of the Actread with the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, foreign exchange earnings and outgo are given below:

(a) Conservation of energy:

(b) Technology absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings and outgo is reported to be NIL during the financial year under review.

XV. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Companyâs financial condition. The short term/immediate impact of changes in interest rates are on the Companyâs Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

XVI. CORPORATE SOCIAL RESPONSIBILITY

Companyâs net worth is below than Rs. 500 crore, Turnover is less than Rs.1000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore, hence provisions of section 135 of the Actread with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

XVII. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act, the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, manner of conducting the meetings, value addition of the Board members and corporate governance etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

The detailed evaluations parameters and the process have been explained in Corporate Governance Report.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts) Rules, 2014

I. Financial Summary/highlights are already mentioned in the beginning of the report.

II. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

III. DIRECTORS/KEY MANAGERIAL

PERSONNELAPPOINTMENT/REAPPOINTMENT/CESSATION

Following changes occurred in the Board of Directors:

- The Board of Directors at its meeting held on August 09, 2018 appointed Mr. Kuldeep Jain, as Additional Director in the capacity of Independent Director of the Company and it is proposed to appoint him as an Independent Director at the ensuing AGM, for a period of five years commencing from August 9, 2018 to August 8, 2023.

Mr. Kuldeep Jain fulfills the conditions for his appointment as an Independent Director as specified in the Act and of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.He has a vast expertise and knowledge, it will be in the interest of the Company that Mr. Kuldeep Jain is appointed as an Independent Director.

- Mr. Surendra Mehta, resigned from the post of Independent Director with effect from August 11, 2018due to personal resons.

- On the basis of report of performance evaluation done by Nomination and Remuneration Committee and Board of Directors of the company the performance of Mr. Puneet Kumar Gupta is found satisfactory. Therefore the Board of Directors at its meeting held on May 28, 2019 has recommended the re-appointment of Mr. Puneet Kumar Gupta for a second term of 5 (five) consecutive years on the Board of the Company upto August 15, 2024 subject to the approval of shareholders in the ensuring Annual General Meeting.

- In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sobhag Devi Baid, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re- appointment.

- Mr. Mahendra Kumar Baid (DIN: 00009828) retired by rotation and reappointed in previous AGM held July 31, 2018.

IV. ASSOCIATE COMPANIES, JOINT VENTUREAND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and subsidiary Company.

V. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 2014 or Chapter V of the Actand guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits)(Reserve Bank) Directions, 2016 as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

VI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future pursuant to Rule 8 (5) (vii) of the Companies(Accounts) Rules, 2014 .

VII. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

Other Disclosures required under the provisions of the Act, and Regulations, as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted three Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee. Other details are laid down in the Corporate Governance segment of this Annual Report.

2. PARTICULARS OF REMUNERATION OF DIRECTORS, KMPâs AND EMPLOYEES

- None of the employee of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Actduring the year under review. Following is the list of the employees of the Company:

- The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the Actread with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19.

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of Regulations is annexed herewith as Annexure V to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31, 2019 along with Statutory Auditorâs Certificate on compliance with the provisions of Corporate Governance under Regulations is annexed herewith as Annexure VI to this report.

6. MANAGING DIRECTOR AND CFO CERTIFICATE

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Regulations. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Regulations. The annual certificate given by Managing Director and the Chief Financial Officer is published in this Report.

7. DISCLOSURE OF ACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2018-19 have been prepared with the applicable accounting principles in India and the mandatory Accounting Standard (âASâ) as prescribed under Section 133 of the Act read with the rules made there under.

8. REPORTING OF FRAUDS BY AUDITORS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year ended on March 31, 2019and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

10. VIGIL MECHANISM

In line with the provisions of Regulations, the Act, and the principles of good governance, the company has devised and implemented a vigil mechanism, in the form of âWhistle-Blower Policyâ. Detailed information onthe Vigil Mechanism of the company is provided in the Report on the Corporate Governance which forms part of the Annual Report.

11. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS

The company complies with all applicable standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

12. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Companyâs stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date: May 28, 2019 FOR AND ON BEHALF OF THE BOARD

BFL ASSET FIVEST LIMITED

(Formerly known as BFL Developers Limited)

Place: Jaipur Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN:00019831 DIN:00009828

Mar 31, 2018

The directors are pleased to present the 23^rd Annual Report of your Company together with the audited annual Financial Statements for the Financial Year 2017-18.

1. COMPANY''S PERFORMANCE

The Company''sfinancial highlights forthe financial yearended on 31st March, 2018 are summarized below:

Particulars	F.Y. 2017-18	F.Y. 2016-17
Total Revenue	57,43,754/-	1.69.44.140/-
Less: Total Expenditure	48,63,950/-	37,29,038/-
Profit / (Loss) before Taxation	8,79,804/-	1,32,15,102/-
Tax expenses	5,50,462/-	44,93,599 /-
Profit / (Loss) after Tax	3,29,342/-	87,21,502/-

2. PERFORMANCE REVIEWANDSTATEOFCOMPANY''S AFFAIRS

The net receipts from operations during the year under review were Rs.57,43,754/- as against Rs.1,69,44,140/-in the previous year. The profit aftertax is Rs.3,29,342/-as against Rs.87, 21,502-/ in the previous year.

3. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended on 31st March, 2018.

4. EXTRACTOF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 (hereinafter referred as âActâ), read with Rule 12 of the Companies (Management and administration) Rules, 2014 as amended, an extract ofAnnual Return in form MGT-9 as on March 31, 2018 has been prepared and enclosed as Annexure-I which forms part of this report.

5. NUMBER OFMEETINGSOFBOARDOF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other matters.

The Meetings of the Board are held at the Registered Office of the Company at 1, Tara N agar, Ajmer Road, Jaipur - 302006 (Rajasthan). During the year under review, 7 (Seven) Board Meetings were held on May 03, 2017; May 30, 2017; July 04, 2017; August 04, 2018; November 10, 2017, February 06, 2018 and March 09, 2018. The frequency of the meetings of the Board is in compliance with the extant rules and regulations as applicable on the Company.

The details of board and committee meetings held during the financial ended 31st March, 2018 and their attendance thereto are set out in the Corporate Governance Report enclosed as Annexure VI which form a part ofthis report.

6. DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Directors of the Company have affirmed that they continue to meet all the requirements specified under section 149 of the Act and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 in respect of their position as an âIndependent Director" of BFL Asset Finvest Limited (Formerly known as BFL Developers Limited).

7. DIRECTOR''S APPOINTMENT CRITERIAAND REMUNERATION POLICY ETC.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a directors as well as Nomination and Remuneration Policy forthe Company as mandated under Section 178(3)/(4)of theActand Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

The above referred Policy is available on the website of the Company and can be accessed at http://www.bflfin.com/wp-content/uploads/2018/Q2/Nomination-and-Remuneration-Policy_Website.pdf

8. AUDITORS & AUDITOR''S REPORT

1. Statutory Auditors & Audit Report

The Financial Statements and the Auditor''s Report forthe financial year ended on 31st March, 2018 are free from any qualification; furtherthe notes on accounts are self-explanatory.

2. Secretarial Auditor & Secretarial Audit Report

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint a Secretarial Auditorto carry out Secretarial Audit of the Company.

In consonance with the requirements of aforementioned , M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, (Firm Registration No. P1984RJ039200) were appointed as secretarial auditor to conduct the secretarial audit of the Company for the financial year 2017-18.

The Secretarial Audit report for the financial year ended 31st March, 2018 is free from any qualification, reservation or adverse remark.

Further, The Board in its meeting held on 15^th May, 2018 has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2018-19.

3. Internal Auditor

Pursuant to Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules,2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors. The yearly Internal audit report received for the financial year 2017-18 is free from any qualification.

The Board in its meeting held on 15^th May, 2018 has re-appointed M/s Shiv Shankar Khandelwal& Co., Chartered Accountants, Jaipur (Firm Registration No. 006852C) as the Internal Auditor of the Company forthe financial year 2018-19.

9. LOANS, GUARANTEESAND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company(NBFC) registered with Reserve Bank of India, in the ordinary course of its business are exempted from the applicability of Provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report. However the same are mentioned in the audited financial statement for the financial year ended on March 31,2018.

10. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm''s length basis. Relevant Form for disclosure of particulars of contracts/arrangements/Transactions entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure III to this Report. The Company''s Policy on Materiality of Related Party Transactions is put up on the company''s website and can be accessed at http://www.bflfin.eom/wp-content/uploads/2018/02/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTION.pdf

11. TRANSFERTORESERVES:

Your Company has transferred to Special Reserve 20% of the profit in compliance with the provisioning norms of the Reserve Bank of India (RBI).

Also a provision of 0.25% on the standard assets of the Company was done during the year.

12. SPECIAL BUSINESS, POSTAL BALLOT, MAJOR CORPORATE ACTIONS

- The Company obtained the consent of the shareholders by passing Special/ordinary Resolution through Postal Ballot dated May 3,2017 result of which was declared on June 23, 2017forthefollowing matters:-

- For change in name of the company from âBFL Developers Limitedâ to âBFL Asset Finvest Limitedâ and consequent amendment to name clause of Memorandum of Association and Articles of Association of the company.

- To increase the Authorized Share Capital from Rs.5,50,00,000/- to Rs.12,00,00,000/- and consequent alteration of Capital Clause of Memorandum of Association.

- To issue 51,00,000 equity shares on Preferential basis to Promoter and Non Promoter Group

- During the year, the Company obtained the consent of ROC and Stock Exchange with respect to name change of the Company from BFL Developers Limited to BFLAsset Finvest Limited.

- The Board of Directors at its meeting held on July 04, 2017, alloted 51,00,000 equity shares on Preferential basis to Promoter Group consequent to which the paid up share capital of the company increased from Rs.5,10,35,000/- to Rs.10,20,35,000/-. Listing approval for such was received on July 21,2017 and trading approval on September 18,2017.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY/CHANGE IN THE NATURE OF BUSINESS

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

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

1. Particulars with respect of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, foreign exchange earnings and outgo are given below:

(a) Conservation of energy:

the steps taken or impact on conservation of energy

1. The company is dealing in Securities, commodities futures, financial and capital markets which require normal consumption of electricity. However the company is making necessary efforts to reduce the consumption of energy.

2. The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power âsleep'' mode or off- mode when not in use. As a part of Green Initiative, a lot of paper work at Registered Office has been reduced by increased usage of technology.

the steps taken by the company for utilizing alternate sources of energy

NIL

III

the capital investment on energy conservation equipment

NIL

(b) Technology absorption

I	the efforts made towards technology absorption	Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Company''s operations do not require significant import of technology.
II	The benefits derived like product improvement cost reduction, product development or import substitution	N.A.
III	Technology Imported during the last three years
	(a) The details of technology imported (b) The year of import	N.A.
	(c) Whether the technology been fully absorbed	N.A.
	(d) If not fully absorbed, areas where absorption has	N.A.
	not taken place, and he reasons thereof	N.A.
IV	The expenditure	Company has not incurred any expenditure on
	incurred on Research	research and development during the year under
	and Development	review.

Foreign exchange earnings and outgo is reported to be NIL during the financial year under review.

15. RISK MANAGEMENT

The various key risks to key business objectives are as follows:

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To com pen sate for non receipt of expected inflows of fund s.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company''s financial condition. The short-term/immediate impact of changes in interest rates are on the Company''s Net Interest Income (Nil). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all re-pricing mismatches and other interest rate sensitive positions.

16. CORPORATE SOCIAL RESPONSIBILITY

Company''s net worth is below than Rs.500 crore, Turnover is less than Rs.1000Croreand Net profit (Before Tax) is less than Rs.5 Crore, hence provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) rules, 2014, are not applicable on the Company.

17. FORMALANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is conducted on an annual basis to satisfy the requirements of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure requirements) Regulations, 2015.

The following criteria assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review& approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management''s succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation''s ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non- In dependent Directors, in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters and in the manner as laid down below.

I. Of the Board as a whole: The performance of the Board was evaluated from the reviews/feedback of the directors them selves. The broad parameters for reviewing the performance of the Board, inter alia, contained the following:

I. Development of suitable strategies and business plans at appropriate time and its effectiveness;

II. Implementation of robust policies and procedures;

III. Size, structure and expertise of the Board;

IV. Oversight of the Financial Reporting Process, including Internal Controls;

V. Willingness to spend time and effort to learn about the Company and its business; and

VI. Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

II. Of Individual Director(s):

I. Evaluation of Managing Director / Whole time Director /Executive Director: The performance evaluation of Managing Director, Executive Director of the Company was done by all the directors including Independent Directors.

III. Evaluation of Independent Directors

- The Schedule IV of the Companies Act, 2013, i.e. âCode for Independent Directorsâ provides for the evaluation of Independent Directors.

- Under the view of this provision, the performance evaluation of ID''s was done by the entire Board of Directors, excluding the director being evaluated on the basis of the following criteria and including the parameters of evaluation of individual directors:

- Exercise of objective independent judgment in the best interest of Company;

- Ability to contribute to and monitor corporate governance practice; and

- Adherence to the Code of Conduct for Independent Directors.

IV. Evaluation of the Committees

The performance of the Committees of the Board was evaluated by the Directors, on the basis of the terms of reference of the Committee being evaluated. The broad parameters/criteria for reviewing the performance of all the Committees, inter alia, were:

1. Discharge of the functions and duties as per the terms of reference;

2. Process and procedures followed for discharging the functions;

3. Effectiveness of suggestion sand recommendations received;

4. Size, structure and expertise of the Committee; and

5. Conduct of the meetings and procedures followed in this regard.

Other Statutory Disclosure as required under Rule 8(5) of the Companies (Accounts) Rules. 2014

I. Financial Summary/highlights are already mentioned in the beginning of the report.

II. CHANGEINNATUREOF BUSINESS

There is no change in the nature of Business of the Company

III. DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTMENT / REAPPOINTMENT/CESSATION

- During the year, the Company obtained the consent of the shareholders by passing Special/ordinary Resolution in the 22^nd Annual General Meeting Dated September 11, 2017 for thefollowing matters:-

-Appointment of Mr. Am it Kumar Parashar as an Independent Director to hold office for a term of five years with effect from August 04,2017 to August 03,2022.

-Re-appointment of Mr. Mahendra Kumar Baid as Managing Director for a period 3 years with effect from July 28,2017 to July 27, 2020.

- In accordance with the provision of Section 152 of the Act, 2013 read with the rules made there under and the Article of Association of the Company, Mr. Mahendra Kumar Baid, Managing Director retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

- As required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of secretarial standard of General Meeting, a brief profile and other details of Mr. Mahendra Kumar Baid, is forming part of the notice.

- During the year, Ms. NeetuJogani resigned from the post of Company Secretary with effect from May 30,2017.

- The Board of Directors at its meeting held on May 30, 2017 appointed Ms. SurbhiRawat, as Company Secretary and Compliance officer of the Company w.e.f June 10,2017.

- Mr. Mahendra Kumar Dugar resigned from the post of Independent Director with effect from August 04, 2017

- The Board of Directors at its meeting held on August 04, 2017 appointed Mr. Amit Kumar Parashar, as Additional Director in the capacity of Independent Director of the Company.

- Mr. AdityaBaid resigned from the post of Chief Financial officer with effect from January 02, 2018.

- The Board of Directors at its meeting held on February 06, 2018 appointed Mr. Nishant Jain asChief Financial officer of the Company.

- Mr. Nishant Jain resigned from the post of Chief Financial officer with effect from February 26, 2018.

- The Board of Directors at its meeting held on March 09, 2018 appointed Mr. Ravi Bohra as Chief Financial officer of the Company.

IV. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

During the year under review, there was no associate, Joint Venture and subsidiary Company.

V. DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 2014 or Chapter V of the Companies Act, 2013 and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits )(Reserve Bank) Directions, 2016 as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

VI. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

VII. INTERNAL FINANCIAL CONTROL SYSTEMS

Other Disclosures required under the provisions of the Companies Act, 2013 and the SEBI (Listing obligations and Disclosure requirements) Regulations, 2015, as may be applicable

1. COMMITTEE OF DIRECTORS

The Board has constituted three Committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee. Other details are laid down in the Corporate Governance segment of this Annual Report.

2. PARTICULARSOF REMUNERATION OF DIRECTORS, KMP''sAND EMPLOYEES

- None of the employee of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the employees of the Company:

S.N

Information required as per Rule 5(2)

Name

Mr.

Mahendr a Kumar Baid

Ms.

Neetu

Jogani

Surbhi

Rawat

Ms.

Manika

Mathur

Mr.

Ravi

Bohra

Mr.

Sur

endr

Yad

Sharv

Kumar

Yadav

Arvind

Kumar

Designation of the Employee

Managing Director

Company

Secretary till May 30. 2017

Company

Secretary

w.e.f

June 10, 2017

Executive

Compliance

Officer

Chief

Financial

Officer

w.e.f M arch 09,

2018

Office

Exe

cutiv

Office

Executive

Office

Exect

ive

Remunera

tion

received for the year

2,40.000/

31.783

1.67,1

1,15,202

10,645

1,11

,949

99.052

97,435

Nature of

employme

nt,

whether

contractual

otherwise

contractual

Other

Oth

Other

Qualificati on and experience of the Employee

Graduate

More than 25 years of

Experience

Company

Secretary

and experie nee of

Months

Comp

any

Secretary

and

experience

Month

Company

Secretary and experience of 13

Months

BSC in

Mathematics

Under

Graduat

Under

Graduate

B.A.

Date of commence ment of employees

August 31,2005

October

22.

2017

June

2017

June 05, 2017

March

09,

2018

April

02.2

015

April

03.201

April

02,201

7.	Age	51 Years	24 Years	27 Years	26 years	44 years	36 Yea rs	31 Years	22 Years
8.	Last employment held before joining the Company	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
9.	The percentag e of equity shares held by the employee along with the spouse and dependent children in the Company within the meaning of clause (iii) of sub -rule (2)	7.92%	NIL	NIL	NIL	NIL	NIL	NIL	NIL
10.	Name of Director or manager of whom such employee is a relative.	Mrs. Sobhag Devi Baid	NIL	NIL	NIL	NIL	NIL	NIL	NIL

- The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

3. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

- Number of com plaints received: NIL

- Number of complaints disposed off: NIL

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis report pursuant to Regulation 34 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure V to this report.

5. CORPORATE GOVERNANCE REPORT

A report on Corporate Governance for the financial year on ended March 31, 2018 along with Statutory Auditor''s Certificate on compliance with the provisions of Corporate Governance under SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 is annexed herewith as Annexure VI to this report.

6. MANAGING DIRECTOR AND CFOCERTIFICATE

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The annual certificate given by Managing Director and the Chief Financial Officer is published in this Report.

7. DISCLOSURE OFACCOUNTING TREATMENT

The Financial Statement of the Company for FY 2017-2018 have been prepared with the applicable accounting principles in India and the mandatory Accounting Standard (''AS'') as prescribed under Section 133 of the Companies Act, 2013 read with the rules made there under.

8. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to sub section 3(c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year ended on March 31, 2018 and of the profit and loss of the company for that period;

iv. the directors have prepared the annual accounts on agoing concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

vi. 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.

9. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:

The company complies with all applicable standards. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

10. ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company''s stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

Date: May 15, 2018 FOR AND ON BEHALF OF THE BOARD

BFL ASSET FIVEST LIMITED

Place: Jaipur (Formerly known as BFL Developers Limited)

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN:00019831 DIN: 00009828

Mar 31, 2015

The directors are pleased to present the 20th Annual Report of your Company together with the Annual Financial Statements for the Financial Year 2014-15.

COMPANY'S PERFORMANCE

Particulars F.Y. 2014-15 F.Y. 2013-14

Total Revenue 30,48,934/- 5,90,180/-

Less: Total Expenditure 28,66,619/- 4,31,446/-

Profit / (Loss) before Taxation 1,82,315/- 1,58,734/-

Tax Expenses (28,747/-) 17,048/-

Profit / (Loss) after Tax 2,11,062/- 1,41,686/-

PERFORMANCE REVIEW

The net receipts from operations during the year under review were Rs. 30,48,934/-as against Rs. 5,90,180/- in the previous year. The profit/ (Loss) after tax is Rs. 2,11,062/-as against Rs. 1,41,686/- in the previous year.

DIVIDEND

Following the conservative approach to retain profits, your Directors did not recommend payment of any dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES:

As per requirement of RBI regulations, the Company has transferred the following amounts to various reserves during Financial Year ended March 31, 2015-

Amount transferred to Amount (in Rs.)

Special Reserve

- 20% of net profit 43,000/-

- 0.25% of Standard Assets (20,600/-)

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Registered Office of the Company at 1, Tara Nagar, Ajmer Road, Jaipur 302 006. During the year under review, 6 (Six) Board Meetings were held on 20.05.2014, 29.05.2014, 09.08.2014, 08.11.2014, 18.11.2014 and 02.02.2015. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31st March, 2015.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-Executive Directors of the Company, viz. Mr. Mahendra Kumar Dugar, Mr. Puneet Kumar Gupta and Mr. Surendra Mehta have affirmed that they continue to meet all the requirements specified under sub-section (6) of section 149 of Companies Act, 2013 in respect of their position as an "Independent Director" of BFL Developers Limited.

MANAGEMENT AND BOARD OF DIRECTORS

During the year, due to cessation of Mr. Manoj Kumar Jain, CFO of the Company, Mr. Aditya Baid was appointed as Chief Financial Officer of the Company in terms of Sec. 203 of the Companies Act, 2013 read with the rules made there under.

Mr. Nishant Jain, Director of the Company expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Nishant Jain has been on the Board of the company since 2002. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Nishant Jain during his tenure as a Director.

In terms of Sec. 203 of the Companies Act, 2013 read with the rules made hereunder, CS Harshita Maheshwari was appointed as Company secretary and Compliance Officer of the Company w.e.f. 02.02.2015.

Mr. Surendra Mehta was appointed as an Additional Director on the Board of the company w.e.f. 18.11.2014, and subject to the approval of the members at the ensuing Annual General Meeting his appointment is being regularized as Independent Non Executive Director on the terms and conditions as mentioned in the resolution in the Notice.

Mrs. Sobhag Devi Baid, Director of the Company whose period is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company retires by rotation in the ensuing AGM and being eligible, offers herself for reappointment.

AUDITORS

- Statutory Auditors

M/s. Khilnani & Associates, Chartered Accountants (Firm Registration No. 005776C), Jaipur are proposed to be appointed as Statutory Auditors in place of retiring Auditors M/s. Sharma Naresh & Associates, Chartered Accountants, and shall hold office from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting subject to ratification of the appointment by the members of the Company at every Annual General Meeting held after this Annual General Meeting.

The company has received letter from M/s. Khilnani & Associates, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for appointment within the meaning of Section 141 of the said Act. Accordingly, the Board of Directors has recommended the appointment as Statutory Auditors on a remuneration to be decided by the Board.

The Notes on Financial Statements referred to in the Auditor's Report for the financial year ended 31st March, 2015 are self-explanatory and does not call for any further comments.

- Secretarial Auditor

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made there under, M/s V. M. & Associates, Company Secretaries in Practice, Jaipur, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15.

A Secretarial Audit Report issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31st March, 2015, is given in Annexure I to this Report.

The Secretarial Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board has re-appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company to carry out secretarial audit of the Company for the financial year 2015-16.

- Internal Auditor

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

In consonance with the aforementioned, M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur was appointed to conduct the Internal Audit of the Company for the financial year 2014-15.

The internal Audit report for the financial year ended 31st March, 2015 is self explanatory and does not call for any further comments.

The Board re-appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditor of the Company for the financial year 2015 -16.

LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, guarantees given or securities provided or acquisition of securities by a Non Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm's length basis. Relevant Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given in Annexure II to this Report.

POSTAL BALLOT

A. The Company is seeking consent of the shareholders, through proposed Special Resolution(s) as contained in the Notice to shareholders dated 16th May, 2015 and as mentioned hereunder:

1. to borrow money u/s 180 (1) (c) of the Companies Act, 2013 upto a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only);

2. to create charge or mortgage, sell/lease or otherwise dispose off the whole or substantially the whole of the undertaking(s)and/or asset(s), present and future of the Company u/s 180 (1) (a) of the Companies Act, 2013, to secure borrowings, up to a sum of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only).

CS Manoj Maheshwari, FCS 3355, Practicing Company Secretary is appointed as the Scrutinizer for the Postal Ballot process. The e-voting facility will also be made available in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement for postal ballot process.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/ Financial Institution in any location, any currency at any point in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflows.

Time Risk: To compensate for non receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability to undertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates might adversely affect the Company's financial condition. The short term/immediate impact of changes in interest rates are on the Company's Net Interest Income (NII). On a longer term, changes in interest rates impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive positions.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of BFL Developers Limited (the "Company").

"Key Managerial Personnel" (KMP) means-

(i) the Chief Executive Officer or the Managing Director or the Manager

(ii) the Company Secretary;

(iii) the Whole-time Director:

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The term "Senior Management Personnel" means to include all members other than the Directors and KMPs of the Company, who are members of management one level below the Executive Directors.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement and includes formal evaluation framework of the Board.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy, with the objective to diversify the Board;

3.2 identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

3.3 recommending to the Board on the selection of individuals nominated for Directorship;

3.4 making recommendations to the Board on the remuneration payable to the Directors / KMPs / Senior Officials so appointed / reappointed;

3.5 assessing the independence of independent directors;

3.6 such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules there under.

3.7 to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

3.8 ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3.9 to devise a policy on Board diversity;

3.10 to develop a succession plan for the Board and to regularly review the plan;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 non-executive directors, at least one-half of them being independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors. CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders' queries.

COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

- the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

- the skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

- the nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointee's ability to exercise independent judgment;

4.2 Personal specifications:

- Degree holder in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior official's salary shall be based & determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

(i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual's role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

(ii) Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.

The Company may with the approval of the shareholders authorize the payment of remuneration up to five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director up to one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the Companies Act, 2013.

The following criteria assist in determining how effective the performances of the Directors / KMPs/ Senior officials have been:

- Leadership & stewardship abilities;

- Contributing to clearly define corporate objectives & plans;

- Communication of expectations & concerns clearly with subordinates;

- obtain adequate, relevant & timely information from external sources;

- review & approval achievement of strategic and operational plans, objectives, budgets;

- regular monitoring of corporate results against projections ;

- identify, monitor & mitigate significant corporate risks ;

- assess policies, structures & procedures ;

- direct, monitor & evaluate KMPs, senior officials ;

- review management's succession plan ;

- effective meetings ;

- assuring appropriate board size, composition, independence, structure ;

- clearly defining roles & monitoring activities of committees;

- review of corporation's ethical conduct.

Evaluation on the aforesaid parameters was conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.

The Board evaluated/assessed each of the Directors along with its own performance and that of the committees on the aforesaid parameters.

ASSOCIATE COMPANIES

During the year under review, Jaisukh Developers Private Limited ceased to be an associate Company.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of 3 (three) Non-executive &Independent Director and as on March 31, 2015 was chaired by Mr. Mahendra Kumar Dugar.

The details of the composition of the Committee are set out in the following table:

Name of Member Category Category

Mr. Mahendra Kumar Dugar Non-Executive & Independent Director Chairman DIN: 00022381

Mr. Puneet Kumar Gupta Non-Executive & Independent Director Member DIN: 00019971

Mr. Surendra Mehta Non-Executive & Independent Director Member

DIN:00298751

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee inter alia include the following:

- the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- review and monitor the auditor's independence and performance, and effectiveness of audit process;

- examination of the financial statement and the auditors' report

- approval or any subsequent modification of transactions of the Company with related parties;

- scrutiny of inter-corporate loans and investments;

- valuation of undertakings or assets of the Company, wherever it is necessary;

- evaluation of internal financial controls and risk management systems;

- monitoring the end use of funds raised through public offers and related matters.

VIGIL MECHANISM

In May, 2014, the Board adopted and implemented the vigil mechanism/whistleblower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

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

The operations of your company are not energy intensive. Furthermore, the Company, being a non-banking finance company (NBFC), does not have any manufacturing activity, The directors, therefore, have nothing to report on 'conservation of energy and technology absorption'.

The particulars relating to foreign exchange earnings and outgo are NIL

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and;

vi. 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.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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

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

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return in form no. MGT-9 as on the financial year ended on March 31, 2015 is given in Annexure III to this Report.

EMPLOYEE REMUNERATION

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure IV.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 is not mandatory for the time being, in respect of the following class of companies:

a. Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

As such our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory for your Company.

Consequently Management Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not forms part of the Annual Report for the Financial Year 2014- 15.

LISTING OF SECURITIES

The Equity shares of the company were listed with the Jaipur Stock Exchange Limited, Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited. However the SEBI vide its exit order no.WTM/RKA/MRD/20/2015 dated March23rd, 2015 withdrew the recognition granted to Jaipur Stock Exchange Limited. Consequently the Jaipur Stock Exchange Limited has been de-recognized we.f March23rd, 2015.

Further, Ahmadabad Stock Exchange Ltd. is in the process of de-recognition as per exit circular issued by the SEBI.

At present the Equity shares of the company are listed with the Ahmadabad Stock Exchange Limited and Calcutta Stock Exchange Limited.

Further, the Company has initiated process of Direct Listing with BSE Ltd under the Direct Listing norms.

ACKNOWLEDGEMENTS

Your Board acknowledges with appreciation, the invaluable support provided by the Company's stakeholders, auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made by employees at all levels and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 16.05.2015 FOR AND ON BEHALF OF THE BOARD

PLACE: JAIPUR

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

(Director) (Managing Director)

DIN: 00019831 DIN: 00009828

Mar 31, 2014

The directors are pleased to present the 19th Annual Report of your company together with the statement of Annual Financial Statements for the Year 2013-14.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2012-13 F.Y. 2013-14

Total Income 81,936,497/- 5,90,180/-

Less: Expenditure 81,862,377/- 4,31,446/-

Profit / (Loss) before Taxation 74,121/- 1,58,734/-

Deferred Taxes/ (Savings) (79,191/-) 4,248/-

Profit / (Loss) after Tax 1,53,179/- 1,41,686/- DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2014.

AUDITORS

M/s. Sharma Naresh & Associates, Chartered Accountants, Jaipur, Statutory Auditors of the company hold office until the conclusion of this Annual General Meeting and are eligible for re-appointment.

The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The auditors have stated that the company has transacted with the parties covered u/s 301. The directors hereby express that the transactions entered into were basically current account transactions in nature at arm's length.

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

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from Company Secretaries in Practice, as stipulated, is annexed to this Report.

FIXED DEPOSIT

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

BOARD OF DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 2013 read with the rules made in that behalf and the Articles of Association of the Company retires by rotation and being eligible offer herself for re-appointment.

It is proposed to appoint Mr. Mahendra Kumar Dugar on the Board of the Company as an Independent and Non executive Director, not liable to retire by rotation.

Appointment of Mr. Puneet Kumar Gupta and Mr. Nishant Jain as an independent Director, not liable to retire by rotation on the Board of the Company for a further period of 5 years is also proposed.

It is proposed to increase the remuneration of Mr. Mahendra Kumar Baid, Managing Director of the Company, considering the applicable industry standards as per the limits as set out in the resolution above w.e.f. August 1, 2014.

Mr. Rohit Kumar Nolkha, was appointed as an Additional Directors on the Board of the company w.e.f. 08.02.2014, his tenure expires at this Annual General Meeting.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are stated in the annexure to the notice of Annual General Meeting.

Mr. Manoj Kumar Jain, Director of the Company has expressed his inability to continue as the Director of the Company due to his prior engagements. Mr. Manoj Kumar Jain has been on the Board of the company since 2006. The Board places on record its sincere appreciation and recognition towards the valuable contribution and services rendered by Mr. Manoj Kumar Jain during his tenure as a Director.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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 that:

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

2. 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 the financial year and of the profit or loss of the Company for that period;

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 the preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a 'going concern basis.'

SECRETARIAL AUDITOR

As per Section 204 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every Listed Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and the read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s V. M. & Associates, Company Secretaries in Practice, Jaipur as Secretarial Auditor of the Company for the financial year 2014-15.

INTERNAL AUDITOR

As per Section 138 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

In consonance with the aforementioned, the Board appointed M/s Shiv Shanker Khandelwal & Co., Chartered Accountants, Jaipur as the Internal Auditors of the Company for the financial year 2014 -15.

MANAGEMENT DISCUSSION & ANALYSIS:

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

LISTING OF SECURITIES

The Equity shares of the company are listed with the Ahmadabad, Jaipur and Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of M/s V. M & Associates, Company Secretaries and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

ACKNOWLEDGEMENT

Your Board acknowledges with appreciation, the invaluable support provided by the company's auditors, advisors and business partners, all its customers for their patronage. Your Board records with sincere appreciation the valuable contribution made all and looks forward to their continued commitment to achieve further growth and take up more challenges that the Company has set for the future.

DATE: 29.05.2014 FOR & ON BEHALF OF THE BOARD OF DIRECTORS

PLACE: JAIPUR

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

DIN: 00019831 DIN: 00009828

Mar 31, 2013

The Directors have pleasure In presenting their 18, Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.V. 2012-13 F.V. 2011-12

Total Income 9,51,07,966 1.060,78,397/-

Less: Expenditure 9,50,33,849/- 1,059,44,706/-

Profit/(Loss) before Taxation 74.121/- 1,33,691/-

Deferred Taxes/ (Savings) (4,42,028/- 4,898/-

Profit /(Loss* after Tax 516,149/- 1,28,793/-

PIWPEND

hi view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2013.

DIRECTORS

Smt. Sobhag Devi Baid, Director of the Company whose office Is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment.

Accordingly, approval of members Is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT

During the year under review, your Company has not Invited, any fixed deposits from public In terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were In receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION ANP FOREIGN EXCHANGE EARNINGS AND OUTGO;

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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 that:

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

(lI) that the Director* have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(Ill)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 the preventing and detecting fraud and other Irregularities;

(Iv)the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges Is annexed and forms part of the Director's Report.

REPORATE GOVFRNANCE:

The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (5EBI) through Clause 49 of the Listing Agreement As required by the said clause, a separate section on Corporate Governance, forms part of the Annual Report of the Company. A certificate from M/s V. M. & Associates, Company Secretaries in Whole Time Practice, confirming compliance of conditions of Corporate Governance, is annexed with this report-

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 7.001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole time Practice, is also sought for the year 2013-14, given In the notice.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 29.05.2013 For & On Behalf of the Board of Directors

PLACE: JAIPUR

MANOJ KUMAR JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company alongwith the Audited statements of Accounts for the year ended 31st March, 2012.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y. 2011-12 F.Y. 2010-11

Total Income 1,060,78,397 32,53,190

Less: Expenditure 1,059,44,706 32,41,266

Profit / (Loss) before Taxation 1,33,691 11,924

Less: Direct Taxes 4,898 -

Profit / (Loss) after Tax 1,28,793 11,924

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31st March, 2012.

DIRECTORS

Shri Puneet Kumar Gupta, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re- appointment.

Shri Mahendra Kumar Baid is reappointed as Managing Director of the Company w.e.f. 28th July, 2012 for a period of five years on such terms and conditions as stipulated in the explanatory statement. The reappointment and payment of remuneration to Shri Mahendra Kumar Baid as Managing Director of the Company is proposed in the ensuing Annual General Meeting.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (1B) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATIQN OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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 that:

(i) that in preparation of the annual 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(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 the preventing and detecting fraud and other irregularities;

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

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2012-2013, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from all Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 19.05.2012 For & On Behalf of the Board of Directors

PLACE: JAIPUR

Sd/- Sd/-

MANOJ JAIN MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

Mar 31, 2011

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company along with the Audited statements of Accounts for the year ended 31" March, 2011.

FINANCIAL REVIEW:

The financial results of the Company for the year under review as compared to the previous year are summarized below:

(Amount in Rs.)

Particulars F.Y.2010-11 F.Y. 2009-10

Tota], Income 33,55,814 1,16,78,902

Less: Expenditure 33,43,891 1,14,14,837

Profit / (Loss) before Taxation 11,924 264,065

Less; Direct Taxes - 52,655

Profit"/ (Loss) after Tax 11,924 211,410

Add: Balance brought forward (7,45,289) (724,699)

Balance Carried Forward (7,357765) (745,289)

DIVIDEND

In view of the decision to conserve the profits for the future, your directors do not recommend payment of any dividend for the year ended 31'A March, 2011.

DIRECTORS

Shri Manoj Jain, Director of the Company whose office is liable to retire by rotation pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company retires by rotation and being eligible offer himself for re-appointment.

AUDITORS

M/s Sharma Naresh & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The company has received the necessary certificate from the Statutory Auditors pursuant to Section 224 (IB) of the Companies Act, 1956 regarding their eligibility for appointment. Accordingly, approval of members is being sought at the forthcoming Annual General Meeting.

The explanation given in the Auditors' Report and notes on accounts are self-explanatory and do not call for any further explanation.

FIXED DEPOSIT:

During the year under review, your Company has not invited, any fixed deposits from public in terms of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975,

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, as amended read with Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your Company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. t

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 that:

(i) that in preparation of the annual accounts for the financial year ended 31"vt March, 2011, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(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 the preventing and detecting fraud and other irregularities;

(iv)the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern basis.'

MANAGEMENT DISCUSSION & ANALYSIS:

The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock Exchanges is annexed and forms part of the Director's Report.

CORPORATE GOVERNANCE:

The Report on Corporate Governance along with the Certificate of the Auditors, M/s Sharma Naresh & Associates, and confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreements, as amended from time to time, forms part of the Directors' Report.

COMPLIANCE CERTIFICATE

As per the requirement of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from M/s V.M. & Associates, Company Secretaries in Whole-time Practice, confirming that the Company has complied with the provisions of the Companies Act, 1956, and a copy of the Compliance Certificate is annexed to this report.

The appointment M/s V.M. & Associates, Company Secretaries in Whole-time Practice, is also sought for the year 2011--2012, given in the notice.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed at ASE, CSE and JSE.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the assistance and co-operation that your company received from Â§11 Employees, Bankers, Shareholders, and Clients without which the continuing progress of the Company would not have been possible.

DATE: 18.05.2011 For & On Behalf of the Board of Directors

PLACE: JAIPUR

Sd/- Sd/-

SOBHAG DEVI BAID MAHENDRA KUMAR BAID

DIRECTOR MANAGING DIRECTOR

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