Directors Report of Confidence Finance and Trading Ltd.

Mar 31, 2015

The Members

The Directors present their 35!lt (Thirty Fifth) Annual Report with Audited Statement of Accounts for the year ended on March 31, 2015.

Financial Results

(Rs. In Lacs]

Particulars Year Ended Year Ended 31/03/2015 31/03/2014

Income 215.47 163.69

Profit before Depreciation 55.94 55.59

Depreciation 8.07 5.16

Profit after Depreciation 47.87 50.43

Provision for Taxation 14.16 15.63

Tax (Income Tax) paid for earlier period - -0.19

Profit aftertax 33.64 34.99

Surplus/Loss brought forward from the previous 78.11 43.13 year

Total amount available for appropriation111.75 78.11

Surplus carried over 111.75 78.11

FINANCIAL HIGHLIGHTS

During the year Company has earned the income of Rs. 215.47 lacs as compared to Rs. 163.69 lacs in the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

SHARE CAPITAL

During the year, the Company has allotted share warrants.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr. Manoj Jain retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment.

As per the provisions of the companies Act, 2013, Independent Directors are required be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the company and shall not be liable to retire by rotation. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- election. The independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

FUTURE OUTLOOK

With the new found positive momentum on economic front, the board of directors is optimistic about growth in the business segment in which company operates. The finance sector is scaling new high the directors are confident of its positive effect on overall performance of the company.

Particulars of loans, guarantees or investments by company

The Particulars of Loans or advances or investments made under section 186 are furnished in financial statement notes to account point no. 11.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY flES)

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of sections 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through Standards Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited and a statement giving details of all Related Party Transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis- a-vis the Company.

Material changes and commitment, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

OPERATIONS

Total revenue earned for the year is Rs. 2.15 crore on total Net worth of Rs. 21.52 crore which has given gross Rol 7.17% and Net Rol 1.57 %.

DEPOSITS

During the year under review your company has not accepted any deposits under Chapter V of Companies Act 2013.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost conversion on accrual basis except for certain financial instruments, which are measured at fair values, GAAP comprises mandatory accounting standard as prescribed under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified).

The Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same:

b. they 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. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; and

e. they have laid down internal financial controls for the company and such internal financial controls are adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility Policy as required under Section 135 of the Companies Act, 2013, as the said provisions are not applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website i.e ctcl.co.in

STATUTORY AUDITORS

M/s Suresh Anchaliya & Co., Chartered Accountants statutory auditors of the Company retire at the ensuing Annual General Meting and being eligible, offer themselves for re-appointment. Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed.

The Report given by the Auditors on the financial statements of the company is part of the Annual Report.

The Statutory Auditors, in their Report to the members, have observed that the Special Resolution under section 186(3) of The Companies Act, 2013 is required to be passed in the General Meeting and the response of Directors on them is as under;

The Statutory auditors are of the opinion that the company is not eligible for exemption provided u/s 186(11) of The Companies Act, 2013 and hence approval of members is required, by way of special resolution, in General Meeting of the company.

The Management has noted the observation made by the auditors and has proposed special resolution, to comply with the relevant provisions of the Companies Act, 2013, in this General Meeting. Draft of resolution along with explanatory statement is appended to the notice of the 35th Annual General Meeting (AGM) of the company.

SECRETARIAL AUDIT

Pursuant to the provisions of the Companies Act, 2013 and Rules there on, Ms. Rupali Modi, Practising Company Secretary, has been appointed to conduct Secetarial Audit of the company for the financial year 2014-15. The Secretarial Audit Report is annexed to this Report.

The Secretarial Auditors in their Report have pointed out that company has not compied with some of the provisions of companies act 2013. The comments made by the Secretarial Auditor and the response of Directors on them are as under;

1.Non compliance of provisoins of section 186 of The Companies Act, 2013 Board's Response : The Management has noted the observation made by the auditors and has proposed special resolution in this General Meeting. Draft of resolution along with explanatory statement is appended to the notice of the 35th Annual General Meeting (AGM) of the company.

2. Non Apppointment of whole Time Company Secretary

Board's Response: The Board is aware of the relevant provisions of the Companies Act 2013 with respect to appointment of Whole Time Company Secretary and has made attmept to appoint one. However, it is still not done as consensus between the board and the incumbant appointee could not be reached. The board is agressively pursuing the matter and is on look out for suitable candidate for the post. The Institue of Company Secretaries of India provides online and offline platform for the companies and its members to reach each other and the company has taken full advantage to the same and board is hopeful and confident that the appointment will be made soon..

3. Constitution of Board regarding Exectuive and Non Executive Directors and.

Board's Response: In this Annual General Meeting the board has propsed appointment of 3 (three) more directors to expand the board as well as to bring in more talent and forsight in the present board. With the appointment of additonal directors, as proposed, the board will be properly constituted.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

conservation of energy and Technology absorption is not applicable to the company.

RISK AND INTERNAL ADEQUACY

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addresses through mitigating actions on a continuing basis. During the year, your Company has set up a new Risk Management Committee in accrodance with the requirements of Listing Agreement to monitor the risks and their mitigating actions. The key risks and mitigating actions are placed before the Audit Committee of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. Signifanct audit observations and follow up actions thereon are reported to the Audit Committees. The Company's internal control envirenment and monitors the implementation of audit recommendations, including those relating to strenghening of the Company's risk management policies and systems.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the CFO of the Company in terms of sub-clause (IX) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

The extract of annual return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

Number of meetings of the board

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by Clause 49 of the Listing Agreement and the Companies Act, 2013.

Committees of the Board

Currently the Board have five Committees namely Committee of Directors, Audit Committee, Nomination and Remuneration Committee, Share Transfer, Investor Grievances & Stakeholders Relationship Committee and Risk Management Committee. A detailed note on Board and its committees is provided under the corporate governance section to this annual report.

Board Diversity

The Company recognises and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage difference in thought, perspectives, knowledge, skill, regional and industry experience, cultural and geographical background. The Board has adopted the Policy on Board Diversity which sets out the approach to diversity of the Board of Directors and the same is available on our website ctcl.co.in

Remuneration and Nomination Policy

The Board of Directors of the Company has an optimum combination of Promoter Director and Non- Executive Independent Directors, who have in depth knowledge of the business and industry. The composition of the Board is in conformity the Listing Agreement with the Stock Exchanges and Companies Act, 2013.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Policy Personnel and Senior Management of the Company. This Policy also lays down criteria for selection and appointment of Board Members.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Programmes for familiarisation of Independent Directors

The details of programmes for familiarisation of Independent Directors with the Company, nature of the Industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company i.e ctcl.co.in

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Manoj Jain ,Director retire by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting.

Brief details of the Director proposed to be appointed / Re - appointed as required under Clause 49 of the Listing Agreement is provided in the notice of the Annual General Meeting and forms an integral part of this Annual Report.

Auditors' Certificate on corporate governance

A Certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance under Clause 49 of the listing Agreement is attached as annexure to Corporate Governance Report to this Report.

Significant and material orders passed by the regulators or courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a policy on Related Party Transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between Company and Related Parties.

This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Equity Listing Agreement.

All Related Party Transactions entered during the year were in Ordinary Course of the Business on Arm's Length basis. No Material Related Party Transactions, i.e transactions exceeding 10% of the annual consolidated turnover as per last audited financial sttements, were entered during the year by your company. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013, AOC 2 is not applicable.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ctcl.co.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company as constituted Internal Compliants Committees (ICC). During the year, no complaints were filed with the company and the same were investigated and resolved as per the provsions of the Act.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ended March 31, 2015.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, Clients and Employees of the Company for extending their support during the year.

REGISTERED OFFICE By Order of the Board of Directors

9, Botawala Building, 3rd Floor,

11/13, Horniman Circle, Fort,

Mumbai: 400001

Date: 13th August, 2015 Manoj Jain

Chairman

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Mar 31, 2014

The Members

The Directors present their 34th (Thirty Fourth) Annual Report with Audited Statement of Accounts for the year ended on March 31, 2014.

Financial Results

(Rs. In Lacs)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Income 163.69 194.46

Profit before Depreciation 55.59 113.06

Depreciation 5.16 3.24

Profit after Depreciation 50.43 109.82

Provision for Taxation 15.63 36.74

Tax (Income Tax) paid for earlier period -0.19 0.17

Profit after Tax 34.99 72.91

Surplus/Loss brought forward from the previous 43.13 29.78 year

Total amount available for appropriation 78.11 102.69

Appropriation :

Bonus Share - -

Dividend - 51.25

Dividend Distribution Tax - 8.31

Surplus carried over 78.11 43.13

FINANCIAL HIGHLIGHTS

During the year Company has earned the income of Rs.163.69 lacs as compared to Rs. 194.46 lacs in the previous year.

DIVIDEND

Your Directors decided to plough back the profit and therefore dividend is not declared.

SHARE CAPITAL

During the year, the Company has sub-divided its Equity shares from face value of Rs. 10/- to face value of Rs. 1/- .

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr.Manoj Jain retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for reappointment. Ms. Swati Panchal was appointed as an Additional Director on the Company''s Board with effect from 14th February, 2014 consequntly Mr. Lalit Maroo resigned from Directorship. The Board places on record his appreciation for the distinguished service and contribution made to the company by Mr. Lalit Maroo as Director.

FUTURE OUTLOOK

With the new found positive momentum on economic front, the board of directors is optimistic about growth in the business segment in which company operates. The finance sector is scaling new high the directors are confident of its positive effect on overall performance of the company.

CSR INTIATIVE

Company will earmark a budget of Rs. 1 lac to be spent on "Clean India "initiative. Company would finance for hygienic sanitation facilities for girl students across 3 schools in the country.

OPERATIONS

Total revenue earned for the year is Rs. 1.63 crore on total Net worth of Rs. 19.59 crore which has given gross RoI 8.32% and Net RoI 1.79 %.

DEPOSITS

During the year under review your company has not accepted any deposits within the meaning of Section 58A of The Companies Act, 1956.

FOREIGN EXCHANGE

There is no inflow and outflow of Foreign Exchange during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

AUDITORS

M/s Suresh Anchaliya & Co., Chartered Accountants statutory auditors of the Company retire at the ensuing Annual General Meting and being eligible, offer themselves for re-appointment. Auditors have confirmed their eligibility and willingness to accept the office, if re-appointed and The Company has received a certificate from them under Section 224(1-B) and 226(3) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments as required under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption is not applicable to the company.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975, forms part of this report - Not applicable.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the CEO of the Company in terms of sub-clause(v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

ACKNOWLEDGEMENT

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, Clients and Employees of the Company for extending their support during the year.

REGISTERED OFFICE By Order of the Board of Directors 9, Botawala Building, 3rd Floor, 11/13, Horniman Circle, Fort, Mumbai: 400001

Date: 1st September, 2014 Manoj Jain Director

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Mar 31, 2010

The Directors have great pleasure in presenting ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

I.FINANCIAL RESULTS:

PARTICULARS Year Ended

(Amt in Rs.)

31.03.2010 31.03.2009

Income 14,832,048 811.897

Expenditure 14,537,361 775,917

Depreciation 0 0

Profit/(Loss) before Taxation 294,687 35,980

Less: Provision For Taxation

Current Year 45,529 3,710

Fringe Benefit Tax 0 665

Profit After Tax 249,158 31,605

Add: Balance brought from Last Year (1,793,485) (1,825,090)

Balance Carried to Balance Sheet (1,544,327) (1,793,485)



2. OPERATIONS:

- During the year Companys net profit before tax is Rs. 2, 94, 687 compared to previous year figure of Rs.35, 980/-The Company is planning to focus on various other businesses in future. The company is planning to revive the listing status of the company by revoking the suspension of the Trading of the Companys Scrip in the stock exchange.

3. DIVIDEND:

In order to use the earnings for the future growth, your Directors do not recommend any dividend for the current year.

4. CHANGE OF MANAGEMENT:

During the year, MR. SURESH KUMAR SOMANI have acquired 36,500 Equity Shares of CONFIDENCE TRADING COMPANY LIMITED ("The Company") through Share Purchase Agreement entered with Ms. Sridevi Chimalamarri, Erstwhile Promoter of the Company on June 24, 2009 aggregating to 73.00% of the paid up capital of the Company and make an open offer for the aforesaid acquirer as per the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and accordingly, on completion of all the formalities of Open Offer Mr. Suresh Kumar Somani took the control over the company appointed as executive director w.e.f. 23rd November 2009.

Further, Mrs. Anjula Maheshwari, Wife of Mr. Suresh Somani was appointed as the Director of the Company due to the sudden demise of Mr. Suresh Kumar Somani on March 25, 2010.

The company is having corporate office at Indore.

5. DIRECTORS:

New Appointment

Due to Change in management and control of the company, there were following appointment and resignation received from the directors which are as follows:

a) Mr. Suresh Kumar Somani s/o Rameshwar Lal Somani was appointed as an Additional Director of the Company on 23.11.2009 who expired on March 5, 2010.

b) Mr. Shriram Bhuraial Samria s/o Bhuralal Samria was appointed as an Additional Director of the Company on 23.11.2009.

c) Mr. Anand Baheti s/o Mahesh Kumar Baheti was appointed as an Additional Director of the Company on 23.11.2009.

d) Mrs. Anjula Maheshwari w/o Suresh Kumar Somani was appointed as the Director of the Company due to the sudden demise of Mr. Suresh Kumar Somani on March 25, 2010

Resignation

a) Mr. S Krishna Rao s/o Mr. K Seetharaman resigned as the Director of the Company on 29.01.2010.

8. AUDITORS:

M/s. Narendra Bhandari & Co., Chartered Accountants will hold office from the conclusion of the forthcoming Annual General Meeting. He has signified his willingness to accept appointment and has further confirmed his eligibility under Section 224 (1B) of the Companies Act, 1956.

9. AUDITORS REPORT:

M/s. Narendra Bhandari & Co., Chartered Accountants, the Statutory Auditors of your Company, submitted their reports for the year ended March 31. 2010 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

10. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

11. PARTICULARS OF EMPLOYEES:

Particulars of employees, as required by section 217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended. are not given as no employees are drawing salary in excess of the limits of the section 217 (2A).

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

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 do not apply to the Company in respect of the year under reference

The Company has not earned or expended any foreign exchange during the year under the reference.

b) Mr. Sashi Chimalamarri s/o Mr. Subbar Rao resigned as the Director of the Company on 29.01.2010.

c) Mr. Stanley Gilbert Felic Melkhasingh s/o Mr. Stanley Gilbert resigned as the Director of the Company on 29.01.2010.

d) Mrs. Sridevi Chimalamarri s/o Mr. Kameswara Sarma Kundamudi resigned as the Director of the Company on 29.01.2010.

Mr. Shriram Samaria. Mr. Anand Baheti have been appointed as a Director w.e.f. 23rd November, 2009 and Mrs. Anjula Maheshwari has been appointed as a Director w.e.f. 25th March, 2010 pursuant to Section 260 of the Companies Act, 1956. They will vacate office at the ensuing Annual General Meeting and offers them selves for appointment as directors at the ensuing Annual General Meeting. Your company has receives notice in writing from a member proposing their candidature for appointment as Directors.

6. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, 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 financial year and of the Profit of the Company for that period.

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

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

7. DEPOSITS:

During the year your company has not accepted any deposits from the public.

13. APPRECIATION:

The Directors wish to take this opportunity to thank all the Shareholders. Banks & Customers for their Co-Operation & support extended to the company.

BY ORDER OF THE BOARD

For CONFIDENCE TRADING COMPANY LTD

DATE: 25/08/2010

PLACE: Indore Mr. Shriram Samria Mr. Anand Baheti

Director Director

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Mar 31, 2009

The Directors have great pleasure in presenting 28TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2009.

1. FINANCIAL RESULTS:

PARTICULARS Year ended (Amt. In Rs.)

31.03.2009 31.03.2008

Income 811,897.08 1,249,403.56

Expenditure 775,917.46 1,210,694.43

Depreciation 0 0

Profit/(Loss) before Taxation 35,979.62 38,709.13

Less Provision for Taxation

Current Year 3,710 4,343

Fringe benefit Tax 665 0

Profit after Tax 31,604.62 34,366.13

Add : Balance brought from last year (1,825,089.50) (1,859,455.63)

Balance Carried to Balance Sheet (1,793,484.88) (1,825,089.50)

2. OPERATIONS:

During the year Companys net profit before tax is Rs 35979.62 compared to previous year figure of Rs.38, 709/- The Company is planning to focus on various other business in future. The company is planning to revive the listing status of the company by revoking the suspension of the Trading of the Companys Scrip in the stock exchange.

3. DIVIDEND

In order to use the earnings for the future growth, your Directors do not-recommend any dividend for the current year.

4. DIRECTORS:

New Appointment

No Now Appointment

Resignation

No Resignaton

Retire By Rotation

During the year Mr. Shashi Chimalamarri and Mr. Krishna Rao. Director of the company are retiring by rotation & being eligible offers themselves for reappointment.

5. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, 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 (manual year and of the financial year and of the Profit of the Company for that period.

iii. That the directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv That the Directors have prepared the Annual accounts on a going concern basis

6. DEPOSITS:

During the year your company has not accepted any deposits from the public

7. AUDITORS:

M/s.Shabbir & Associates., Chartered Accountants, Chennai will hold office from the conclusion of the forthcoming Annual General Meeting. Me has signified his willingness to accept appointment and has further confirmed his eligibility under Section 224 (lB) of the Companies Act, 1956.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable,

9. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees, as required by section at 217 (2A) of the Companies Act. 1956 read with companies (Particulars of Employees) Rules, 1975 as amended, are not given as no employees are drawing salary in excess of the limits of the section 217 (2A)

11. CONSERVATION OF ENERGY:

Even though, the major activity of your company does not involve high consumption of energy, your company is making all efforts to optimize usage of energy.

12. TECHNOLOGY ABSORPTION:

Your Company have not imported any technology, hence no details are given.

13. APPRECIATION:

The Directors wish to lake this opportunity to. thank all the Shareholders, Banks & Customers lor then Co-Operaiion & support extended to the company.

BY ORDER OF THE BOARD For CONFIDENCE TRADING COMPANY LTD

DATE: 01.09.2009 PLACE: Chennai

Mr. Krishna Rao Mr S G F Melkhasingh

(Director) (Director)