Directors Report of Canopy Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015.

1. Financial Performance of the Company

The summarized consolidated and standalone financial performance of your Company is as follows:

(Amount in Rs.)

STANDALONE Particulars 2014-15 2013-14

Profit Before Tax & Provision 5,46,264 29,097

Less: Provision For Tax 4,04,795 8,729

Profit After Tax 1,41,469 20,368

Transfer to Statutory NBFC Reserve Fund 28,294 4,665

Profit/loss Brought for Appropriation (715,717) (731,420)

Profit/ Loss Available for Appropriation 141,469 20,368

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Profit/ Loss Carried Forward (602,542) (715,717)

Basic/ Diluted Earnings Per Share 0.02 0.01

(Amount in Rs.)

Particulars CONSOLIDATED

2014-15 2013-14

Profit Before Tax & Provision 541,809 (7,429)

Less: Provision For Tax 4,04,795 8,729

Profit After Tax 1,37,014 (16,158)

Transfer to Statutory NBFC Reserve Fund 28,294 4,665

Profit/loss Brought for Appropriation (766,205) (745,146)

Profit/ Loss Available for Appropriation 137,014 (16,158)

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Profit/ Loss Carried Forward (643,257) (766,205)

Basic/ Diluted Earnings Per Share 0.01 0.00

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Public Deposits

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

5. Reserves

Your Directors have proposed to transfer amount of Rs. 28,294/- to Statutory NBFC Reserve Fund during the year.

5. Brief description of the Company's working during the year/ State of Company's affair

Your Company being a Non Banking Financial Company (NBFC) is currently engaged in the financial activities. The business of the Company largely depends on the policies by the Reserve Bank of India, Ministry of Finance as well as Global volatility in the financial market.

The company has resumed its operation this financial year (2014-15):

Particulars Standalone Consolidated (Rupees in lacs) (Rupees in lacs)

Revenue 101.97 102.46

Expenditure 96.50 97.05

Profit before tax 5.46 5.42

6. Change in the nature of business, if any

The Company has not changed its nature of business during the year.

7. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

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.

9. Details of Subsidiarv/Joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statement of your Company's subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

The following are the wholly owned subsidiaries of the Company:

a. Dhansubh Exim Pvt. Ltd.

b. Nishdin Vintrade Pvt. Ltd.

c. Bhooteshwar Barter Pvt. Ltd.

d. Brightful Retailers Pvt. Ltd.

e. Gajrup Management Pvt. Ltd.

10. Statutory Auditors

M/s GORA 6b CO, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2018 (subject to ratification of their re- appointment at even,' AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee.

11. Auditors* Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is annexed.

12. Familiarisation Programme for Independent Directors

In terms of Clause 49{II)(B}(7) of the Listing Agreement, your Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of such familiarization programmes are available on your Company's website www.kartavya.info and a link to the said programmes has been provided elsewhere in this Annual Report.

13. Extract of Annual Return

An extract of Annual Return as on the financial year ended on March 31, 2015 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors' Report and forms part of this Annual Report.

14. Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Capital

The company has issued 58,13,000 equity shares of Rs 10/- each amounted to Rs. 58,130,000/- on preferential basis to Non- Promoters during the year.

15. Conservation of energy. Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules Eire not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

16. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

17. Directors:

A) Changes in Directors and Key Managerial Personnel

Pursuant to the Resolution of the Board of Directors passed at its meeting,

i) Mr. Manish Trivedi who has been appointed as a director w.e.f. 29th September, 2000 resigned from his directorship w.e.f. 30th June, 2014.

ii) Mr. Raj Kumar Sharma and Mrs. Vinita Agarwal have been appointed as an Independent Non Executive director w.e.f. 30th June, 2014.

iii) Mr, Ashish Trivedi has been appointed as the Managing Director of the company w.e.f. 1st July 2014

iv) Ms. Priya Kedia has been appointed as the Company Secretary of the Company w.e.f 1st August, 2014.

v) Mr. Om Prakash Trivedi, director of the company will also be appointed as the Chief Financial Officer w.e.f 29th May, 2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Raj Kumar Agarwal and Ms. Vinita Agarwal, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid, down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 6th February, 2015, wherein the performance of the Board as a whole was evaluated.

18. Number of meetings of the Board of Directors

Seven Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 28/05/2014, ii) 06/06/2014, iii) 28/07/2014, iv) 01/08/2014, v) 04/11/2014, vi) 06/02/2015, vii) 27/03/2015

19. Audit Committee

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name Designation

Raj Kumar Sharma Chairman

Ashish Trivedi Member

Vinita Agarwal Member

20. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions.

21. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at 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. There were nil complaints received during the year under review.

22. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 28th July, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

23. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Raj Kumar Sharma Chairman

Om Prakash Trivedi Member

Vinita Agarwal Member

24. Particulars of Loans. Guarantees or Investments

Loans, guarantees or investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report,

25. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

26. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by M/s Raghunath Mandal, Company Secretaries and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

28. Corporate Governance Certificate

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report.

29. Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report has been annexed with the report.

30. Risk management policy

The company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

31. Operational Review

The Company discloses standalone unaudited financial results on a quarterly basis, standalone audited financial results on an annual basis and consolidated audited financial results on an annual basis. Your Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.

32. NBFC Company

The Company is engaged in the Business of Non Banking Financial Institution and it has obtained a certificate of Registration from the Reserve Bank of India. The Company has not accepted any deposit from the public. The Company has complied with the prudential norms relating to the Income Recognition, Accounting Standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions -2007.

Non banking Finance Companies (NBFCs) like Asset Finance Companies (NBFC-AFCs) and Infrastructure Finance Companies (NBFC-IFCs) form an integral part of the financial fabric of the Indian economy. Most of the banks are unable to cater to the finance needs of micro, small and medium enterprises (MSMEs) and it is these NBFCs which bridge the gap and act as an extended arm of the banking system in India.

During the year under review, several regulatory changes took place in the NBFC space. The important ones are mentioned hereafter:

* NBFCs desirous of issuing cobranded prepaid instruments need to apply for one-time approval from RBI.

* RBI simplified documentation for NBFC registration.

* No Debenture Redemption Reserve is required to be created by NBFCs for privately placed debentures and only 25 per cent is required in case of publicly issued debentures.

* Banks have been allowed to engage non-deposit taking NBFCs (NBFCNDs) as Business Correspondents (BCs) provided (a) there is no comingling of bank funds and those of NBFC-ND appointed as BC, and (b) there is a specific contractual agreement between bank and NBFC-ND to ensure that all possible areas of conflict of interest are adequately taken care of.

* Any NBFC with asset size of Rs. 1,000 crore or more can participate in interest rate futures market in recognized stock exchanges as trading members subject to RBI / SEBI guidelines.

* NBFCs with asset size of Rs. 1,000 crore or more need to report online to stock exchanges information on shares pledged in their favour by borrowers for availing loans RBI limited the amount NBFCs can lend against shares pledged as collateral to 50 per cent of the value of shares.

* NBFCs are subject to different regulations when it comes to loans to volatile sectors such as capital market and real estate.

* In case of FDI in NBFCs, minimum capitalization shall include share premium received along with the face value of the share, only when it is received by the company upon issue of the shares to the nonresident investor.

* A panel set up by RBI has recommended that NBFCs, along with banks, should undertake 360 degree feedback in order to ensure a transparent and comprehensive performance assessment that can adequately differentiate performance among employees.

* NBFCs now figure among the list of eligible entities which can promote a Small Finance Bank subject to fulfilment of other eligibility criteria NBFCs with minimum net worth of Rs. 500 crore and with consistent track record of distributable profit for last 3 years and with rating of not less than 'AA-' or equivalent will be eligible to file shelf prospectus for public issue of debt securities.

* RBI relaxed guidelines for issuance of private placement of NCDs (maturity of more than 1 year) by NBFCs. Guidelines stipulated for 2 categories - (a) issuance can be with a maximum subscription of less than Rs. 1 crore (Category A) and (b) can be with minimum subscription of Rs. 1 crore (Category B), which can be unsecured and such unsecured debentures will not be treated as public deposits.

* RBI aligned loan restructuring norms of NBFCs with those of banks in order to minimize risk of defaults NBFCs planning to provide investment advisory services need to obtain approvals from both RBI and SEBI.

* NBFCs with minimum asset size of Rs. 500 crore to be empowered to enforce security interest in NPAs and the SARFAESI Act, 2002 to be amended to this effect.

* For NBFCs, the security for the debentures by way of charge or mortgage shall be created in favour of the debenture trustee on any movable property of the NBFC which in case of any other Company shall only be created on specific movable property.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(?) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) 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;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) 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

(f) 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.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review

For and on behalf of the Board of Directors

Sd/ Sd/ Ashish Trivedl Om Prakash Trivedi Managing Director Chief Financial Officer & Director Din: 00402252 Din: 02658047

Place: Kolkata Date: 29th May, 2015

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Mar 31, 2014

Dear Members,

Your directors have pleasure in presenting their Annual Report together with tiie Audited Accounts for the year ended 3l'r March, 20M,

FINANCIAL RESULTS:

31/o3/2014 31/03/2013

Balance b/Hram previous year (731,419) 1734,373)

Add : Profit/ Loss) for the period 20.368 2,954

Less: NBFC Reserve Fund for FY 2012-13 591 o

Less: NBFC Reserve Fund for FY 2013-14 4,074 o

Balance carried tO Balance Sheet (715,7171 (731,4191

WORKING OF THE COMPANY:

During the period the funds of the Company were properly utilized,

DIRECTORS RESPONSIBILITY STATEMENT:

i. In the preparation of annual accounts, the applicable accounting standards had been followed.

ii. Accounting policies are applied consistently and made judgement 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 of the company for the year ended 3 V' March 2014.

iii. Proper & sufficient cure was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

iv. The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT:

The observation made by the Auditors are self-explanatory and do not require any further clarification,

AUDITORS:

M/s Gora & Co. Chartered Accountants. Auditors of the Company retires and offers them self for re-appoinlmcnt,

INFORMATION PURSUANT TO SECTION 2I7(2A) OF THE COMPANIES ACT. 1956

The above section is not applicable to the Company as no employees of the Company are in receipt of the remuneration specified under the above section.

For and behalf of the Board Kartavya Udyog Viniyog Limited Place-Kolkata Date:- 26th day of May,2014 Director

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts tor the year ended 31 March, 2013

FINANCIAL RESULTS

31/03/2013 31/03/2012

Profit/ Loss for the period 2.954.00 (12,205.00)

Balance b/f from previous year (734.373,35) (732.168.35)

Balance earned to Balance Sheet 731.419.35) (734,373,35]

WORKING OF THE COMPANY:

During the period the funds of the Company were properly utilized.

DIRECTORS RESPONSIBILITY STATEMENT:

i. In the preparation of annual accounts, the applicable accounting standards had been followed,

ii. Accounting policies are applied consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of atfairs of the company at the end of the financial year and of the profit of the company for the year ended .31st March 2013.

iii. Proper A; sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT:

The observation made by the Auditors are self-explanatory and do not require any further clarification.

AUDITORS:

M/s. C.GHATAK & CO. Chartered Accountants, Auditors of the Company retires and oners them sell for re-appoinment

INFORMATION PURSUANT TO SECTION 217 <2A> OF THE COMPANIES ACT. 1956:

The above section is not applicable to the Company as no employees of the CompanY arc in receipt of the remuneration specified under the above section.

For and behalf of the Board

Place - Kolkata

Date:- 15/07/2013 sd/- Ashisl Trivedi Director

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Mar 31, 2012

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts for the year ended 31st March. 2012.

FINANCIAL RESULTS:

31/03/2012 31/03/2011

Profit/fLoss far the period (2,205.00) (7780001)

Balance b/f from previous year (732,168.35) (731,38815)

Balance carried Balance Sheet [734,373 35) (732,168.35)

WORKING OF THE COMPANY;.

During the period the hinds of the Company were property utilized.

DIRECTORS RESPONSIBILITY STATEMENT:

In the preparation of annual accounts, the applicable accounting standards had been followed,,

ii Accounting policies are applied consistently and made judgement 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 loss of the company for the year ended 31st March 2012.

iii. Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv, The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT:

The observation made by the Auditors are self-explanatory and do not require any further clarification.

AUDITORS:

M'S C.CHATAK & CO. Chartered Accountants, Auditors of the Company retires and otters them self for re-appointment.

INFORMATAION PURSUANT TO SECTION 217(2A) OF THE COMPANIES

The above section is not applicable to the Company as no employees of the Compare, are in receipt of the remuneration specified under the above section.

Place-Kolkata For and behalf of the Board

Date:- 18/07/20I2 Sd/- Ashish Trivedi Director

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Mar 31, 2011

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts tor the year ended 31/03/2011

FINANCIAL RESULTS:

During the period under review the Company has made a loss of Rs. 780.00, which when added to the past year loss of Rs 7,31.388.35 makes a total debit balance of Rs. 7,32.168.35 which your directors propose to cany forward to next year.

WORKING Ol THE COMPANY;

During the period the funds of the Company were properly utilized.

DlRECTPRS RESPONSIBILITY STATEMENT;

In the preparation OF annual accounts, 1 he applicable accounting standards had been followed.

ii. Accounting policies are applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of atfairs of the company at the end of the financial year and of the loss of the company for that period.

iii. Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act. 1956 for safeguarding die assets of the company and Tor preventing and detecting fraud and other irregularities.

iv. The annual accounts had been prepared on the basis of going concern.

AUDITOR S REPORT:

The Observation made by the Auditors are self-explanatory and do not require any further clarification,

AUDITORS:

M/s. C, Ghatak & Co, Chartered Accountants. Auditors of the Company retires and offers them sell lor re-appointment

INFORMATION PURSIiAM TO .SECTION 217<2A> OF THE COMPANIES ACT.1956;

The above section is not applicable to the Company as no employees ot die Company are inreceipt ot the remuneration specilied under the above section,

For and behalf of the Board

Place - Kolkata

Date: 20/07/2011 Sd/- Ashish Trivedi,

Director